


Waking Dreams

by HOTAS



Category: I'm not sure. - Fandom, Is A/B/O a fandom?, Original characters - Fandom
Genre: Alpha/Beta/Omega Dynamics, Explicit Sexual Content, F/F, Friends to Lovers, Girl Penis, Impregnation, Knotting, Mating Cycles/In Heat, Mildly Dubious Consent, Porn with Feelings, Smutty, absolute filth, but sweet and warm, like really
Language: English
Status: In-Progress
Published: 2016-07-27
Updated: 2018-06-17
Packaged: 2018-07-27 01:59:16
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 7
Words: 27,145
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/7599031
Author URL: https://archiveofourown.org/users/HOTAS/pseuds/HOTAS
Summary: <blockquote class="userstuff">
              <p>Penny isn't proud of her Omega nature. Marie helps her understand it's true strength. Along the way, they fall in love. And have lots, and lots of sex.</p>
            </blockquote>





	1. The Gravity of Love

**Author's Note:**

> Hi Everyone! This is my first A/B/O story, and my first story posted here! I plan to stick with these characters for awhile, but I have pleeeenty more ideas for pairings in the future. Let me know what you think. I'd like to thank AuroraHart for being my Beta, and suffering through my grammar. Inspired by all my favorite A/B/O writers: Blackrising, N1ghtwr1ter, RaeDMagon, RevansMask.

Penny had always struggled with being an Omega.

Society held them to a strange double standard, desiring Omegas as mates, but looking down on them as being weak. As she grew up, her father had tried to help her understand her place as a young Omega child on several occasions, but the subject had only made her more confused and unhappy.

As a result, she spent most of her adolescence constantly at odds with her dynamic. At least, as young girl she could easily get away with passing as a Beta. This had worked up to a point, until she began to develop and properly presented. The signature sweetness of an Omega's scent had exposed her in the middle of her youth, and in Penny’s eyes, immediately undercut all she had worked for.

Rather than be cowed by society, instead Penny learned to fight for recognition beyond the natural inclination to be desired or disregarded as an Omega. The lessons she had to absorb through her high school years toughened her, made her outspoken in ways most Omega's weren't.

Leaving for school had been bittersweet, but necessary. College was a fresh start for her, and it meant she could find people that saw her just for herself. She took pains to make sure people didn’t see her as just a pretty, innocent thing, but rather, recognized her for her own merits. On the rare occasions she engaged in discussions about the gender politics of ABO society, her arguments were passionate but intelligent, and carefully researched.

Of all the things that annoyed her about being an Omega, heat was the worst. It wasn’t something that could be circumnavigated, or blithely pushed aside. Dealing with her heats forced her to temporarily change her attitude and behaviors, and she hated it every time. The constant, underlying arousal made her question everything she did. When her heats came upon her, Penny would retreat from her vivacious lifestyle until it passed, forced to become a cautious recluse, wrestling with a body that refused to cooperate.

Suppressants were sometimes a necessity, even if she despised them for the obvious effect they had on her chemistry-- as if she were a defective tool that needed to be brought in line. But the alternative choice of suffering through a multi-day hormonal rollercoaster was just as bad. At least she had been blessed with mild bouts when she was young and could get away with desperately telling herself that there was nothing wrong with being a little more aroused than normal.

But as she had grown older, 'working through' her heats had become harder--and more painful--to do. Her parents had implored her to be regular with her suppressants. She only ever begrudgingly accepted the advice.

Despite her fiery outward attitude, Penny was otherwise well-liked. She had a small heart- shaped face and sharp and clear blue eyes, exuding wit and intelligence. Her skin was healthy and clear, pale-peach color, with a youthful crimson blush when flushed. This combined with Penny's unfailingly friendly and loyal attitude, and her quickness to speak up when defending her friends meant that she was only alone if she went out of her way to be.

It didn't hurt that she was easily one of the more attractive females on campus. With a disinterest in the traditional sexual politics of being an Omega, she had instead poured her energy into anything else that interested her. She'd dabbled in a little bit of everything but settled on competitive dance, when not studying or spending time with her peers.

Penny had the body of a gymnast, small and thin, leanly muscled, though some of the roundness of youth still clung to her, smoothing out her profile with soft and full curves. Her bust too, had filled out a little from childhood. No longer thin and flat, her breasts were full and sat close on her chest. Her hair was normally braided or combed to a shining blonde mane.

She should have been out with friends tonight, dressed up and laughing, having the time of her life. Instead she sat on her bed, clad in very unfashionable pajamas, her hair in a messy bun, and running through her favorite glut of 80's movies. trying to decide where to start was always the hard part.

This had become a sort of unofficial ritual for her, after she experienced her first heat during an 80’s Marathon late at night. She would intentionally lose herself in the flights of fancy, distance herself from her own body. Back home, she had been lucky enough to have her beta girlfriend, Delilah, who would sometimes accompany her. They would stay up late into the night, laughing and talking in the glow of never ending cinema. It always managed keep her entertained and distracted through the worst of it, and Penny had always been grateful for the gentle company, especially when she eventually succumbed to desire.

This was her first heat away from home, and though she'd been at college long enough to make some dear friends, the daunting prospect of managing this alone--comforting rituals aside-- honestly worried her.

She tried very hard not to think about the warm slick growing between her creamy thighs. She wanted to avoid daydreaming as much as possible-spending the night night marinating in her own juices with nothing but sore fingers and wrists for company didn’t appeal to her at all.

The truth was, Penny felt supremely lonely, even though she knew in her own heart that her pride was the cause for her longing. She did enjoy the movies though. They would have to be enough, despite the ache in her chest, and the warmth budding between her thighs.

Even so, Penny found herself paying increasingly minimal attention to the TV, as the ache between her thighs grew to a soft buzz. She glanced at the corner drawer of her dresser where the awful suppressants sat, along with her meager collection of sex toys, and found herself hoping she could go a little longer before succumbing to the urge to rub herself raw, when the doorbell downstairs rang.

For a brief moment, Penny panicked. Only a select few knew she was here, on her own. The thought of having to explain her circumstances to a friend was, frankly, mortifying.

The doorbell rang again, followed by the harsh sound of knuckles rattling on loosely fit plate glass. "Pens?", a soft, if muffled voice called from below. Penny winced slightly. Marie. Arguably her closest friend and confidante at school. They had been planning to meet tonight, when Penny had felt the first stirrings of her heat. She had feigned ill over the phone, and hastily called things off... And may have gotten a little carried away with her message.

"Pens?" The voice called again, more insistent. Marie loved to call Penny by nicknames, thought it was cute. To Penny, it was sometimes grating, other times heartwarming. Tonight, however, it simply filled her with guilt.

"Penny? I know you're in there. I got your message. You sounded awful. I wanted to check up on you."

Penny's heart melted. Marie was a big softie, with a deep soul. Penny liked to sometimes refer to the other woman as Penny's gentle giant. Of course she'd swing by to check up on her friend. Penny deliberated a moment. She wanted the company of someone close to her, but still wasn't sure she wanted to share this particular secret with her friend. 

If Penny was one side of the coin, then Marie seemed to be the other. Where Penny was small and peachy, Marie was tall and dark. A Junior Varsity volleyball player, Marie had the body of an amazon warrioress. Bronze, flawless skin flowed smoothly over svelte, lean muscles. She had a larger bust than Penny, though few knew it--Marie seemed to favor wraps or sports bras to something more traditional. In private, it was a fact that penny equally envied and enjoyed when hugging her friend. Dark hair flowed over her shoulders, seemingly effortless in its application. Her face was a beautiful contrast of youth and adulthood, with full cheeks, and dark pouty lips, but a sculpted jaw. Despite all of this, Marie was often clad in the sort of nondescript sweats that all athletes seemed to have.

They had met early in the year while Marie had been trying out for Volleyball. Penny and her dancing partner had been working out routines on the other side of the gym, when an errant ball had bounced by. Since then, they had become nearly inseparable. In that time, Marie had never inquired about Penny's status. After hearing the tiny fireball voice her opinion on the matter as a whole, Marie had never offered her own status up for discussion either. For all that they had shared, this had remained taboo between them, and Marie had respected that silent request.

"Coming, Marie. Just give me a second?"

Penny tried to make her voice sound suitably rough and ill. It wasn't that hard, the low level arousal she felt at the beginning of her heats often made her voice a little lower, a little more smokier.

Even though her body temperature was rising with the onset of her heat, she threw a light blanket over her shoulders to accentuate her sickly image, and rubbed her eyes a little to make them red. Lastly, she dashed a bit of perfume on her neck and wrists to hide her blooming scent.

Finally prepared, Penny made her way carefully down the stairs, blanket wrapped around her shoulders like an adolescent cape. She caught sight of Marie in the door's waist high window, and favored her with a warm smile.

Penny worked the ancient, rickety lock and tugged the door open, and was instantly enveloped as Marie stepped across the threshold, bent down and pulled Penny into a crushing hug.

"Pens!" She exclaimed, "You had me worried, sounded like you were dying of bird flu!"

Penny laughed, and hugged Marie back. Marie's warm bust pressed against Penny's sensitive breasts, and Penny covered the soft moan that bubbled up with a weak cough. She ducked her head into the soft crevice of Marie's neck and and mumbled a soft apology, as she inhaled, as if trying to get her wind back.

What reached her nose when she did, threw her for a loop. Marie smelled amazing. A rich, heady scent, dark...like forest wood after a fresh rain. The scent woke up her body further, as her stomach twisted pleasantly and heat further pooled between her thighs. She bit her lower lip and swallowed the moan that threatened to escape. Her self-control slipped, and before Penny could stop herself she pressed her bust briefly against Marie's, reveling in the soft press of warm flesh against her hardening nipples.

As they separated, Penny was struck with two thoughts: Her best friend was outrageously hot, and that it was equally outrageous to have her in the house while Penny was going through her heat. 

She played up her faux-sickness, coughing and making a show of covering her mouth with the crook of her elbow.

"It's nothing, Marie." Penny deflected. "Really."

Penny reached down to grip Marie's hand to lift and put to her warm forehead, intent on using her physical heat as further evidence for her faux-ailment. 

But Marie's cool palm and callused fingers pressing against the hot skin of Penny's forehead resulted in a different reaction: the smaller blonde felt her eyes flutter shut, and a soft, satisfied sigh escaped her. When she realized that the noise had come from her, Penny’s cheeks bloomed with rosy color and she took a step back from her tall friend. She offered a shaky smile, which only deepened the look of confusion on Marie's striking features.

"What on earth is going on, Pens?" Marie asked. Penny knew the perfume she had daubed on would only hide her calling scent for so long.

Penny laughed nervously, her brows rising. "Just a little under the weather." She tried again.

Marie advanced on her, concern etched in the woman's features. Marie's moved up again, shifting to cup Penny's flushed cheek, and pressed her palm to the warm, soft skin in a gesture of concern. Penny, to her own undying embarrassment leaned into the warm palm, eyes fluttering closed again.

Marie's brows furrowed with curiosity, and she leaned in to the crook of Penny's neck on impulse and inhaled deeply. At first all she got was a noseful of perfume, but that gave way to something faint, but heavier, sweeter, a scent that lit unexpected parts of her brain.

Marie jerked her hand away, and stumbled back a step. Penny crooned sadly at the loss of touch, but her eyes fluttered open, and she settled heavily on the stairs beyond the landing behind her. Both pairs of eyes locked onto each other, staring across the space of the foyer with new understanding.

Finally, Marie broke the silence. "You're an Omega." She whispered.

Penny stared for a long moment. Then her head drooped, and she nodded silently feeling a mixture of shame and relief. Her cheeks burned with embarrassment, and stinging tears threatened to spill from the corners of her eyes. That was it then, her secret was out.

Silence hung between them another moment, then: "Why didn't you tell me?"

Penny sighed heavily. "Because I..." She started, before halting. Marie knew her secret, might as well hear the rest. 

"You know why." She looked up now, tapping her inner indignation. "I hate the way we're seen by society." "We're more than just.. this." She waved a hand between her thighs, and instantly regretted it when Marie's eyes followed, widened, and her dark cheeks bloomed with color.

"Oh."  
A nervous giggle escaped Marie's lips, and she softly repeated, "Oh."

Another beat of nervous staring and silence passed between them. Penny tightened the stifling blanket around her shoulders, as Marie's wandering gaze made her nipples harden and tighten. Her own eyes wandered over Marie's powerful figure, ghosting over the seat of her sweatpants. She wondered, for the first time, what lay beneath them.

Marie licked her lips and cleared her throat. "What about suppressants?"

Penny's response was immediate and simple. "Upstairs. Locked away."

Marie simply nodded. Given her friend's views, the response had not surprised her in the slightest. Marie wouldn't be surprised to hear that Penny never bothered with them during her heats until it was unbearable to do without.

She turned to make her way to the door. Marie knew better than to stay in close proximity to an Omega in the throes of heat. Especially given her own dynamic. Marie felt she had a good grip on her self control.. But heats and ruts made people do dumb things. Not to suggest that she's--

Marie stopped her line of thinking there, as the beginnings of a vivid mental image began to form.

To the surprise of them both, Penny rose and crossed the short distance to snatch the corner of Marie's sleeve. A beat of silence passed between them, each too afraid to move, until Penny's soft voice cut through the deafening silence. 

"Don'--Don't go."

Marie turned back to her slowly, as Penny's words came tumbling out.

"I--I've never had anyone know, before. I--I mean... No one who I cared about..." Penny stumbled over her words, confused by her own desires and actions, not making any sense. She hadn’t wanted companionship before, but now that she had it, she didn’t want to let it go.

She was cut off as the taller woman turned and enveloped Penny in another full hug. Penny was crushed against her friend's full breasts again, and she nuzzled against them, inhaling deeply. Marie's scent aroused her certainly--a puzzle to be figured out later-- but for the moment she reveled in the security of the arms around her, and found herself understanding the possessiveness with which some Omegas back home spoke of their Alphas. Regardless of Marie's actual dynamic, she felt comforting and safe to Penny in that moment. She returned the tight hug and cooed into Marie's front. The woman felt like home to her.

They drifted back in the embrace far enough to gaze into each other's eyes. Marie licked her lips and smiled nervously at the blonde fireball in her arms.

"So.. I stay?" She quietly asked.

Penny's smile was small, and nervous, as she nodded. Bad idea or not, everything in her yearned for Marie to acquiesce. 

"Yeah. Stay."

Marie turned back to face the smaller woman and was immediately undone by her nervous, unsure expression. She exhaled slowly, and favored her friend with a warm smile.

"Okay, uh, sure." Marie responded quietly, with a tiny nod. "I can stay awhile."

Penny's lips split into a bright smile and her cheeks warmed with blush at Marie's response. Her slight fingers glided down her friend's arm to fall into the soft, cool cup of her palm. They closed around it, and Penny turned to lead her companion up stairs.

Marie could feel her pulse hammering in her throat. Whether Penny noticed it or not, Marie could feel a tension in the air, and it only intensified when Penny led them into her room.

She took a few moments to look around. She'd been here before, but now details stood out to her. Penny's low set queen bed, with the pillows strewn about, looked like a gladiatorial pit in her mind. Maybe a nest.

Penny released her hand and moved to the windows, drawing the shades shut on the darkness outside. She threw a nervous, if warm smile over her shoulder at Marie, all the while still clutching the blanket over her shoulders with one hand, still holding onto her flimsy excuse for her earlier dismissal of her friends.

"Have a seat."She murmured, gesturing at the bed with a nod at the mussed sheets and bedding. Marie returned the nervous smile with a small one of her own, and gently crawled up onto the mattress. She shuffled up to the headboard and then twisted to sit against it, her back against the lightly padded wood frame, legs spread akimbo, in a wide "v" shape. At the foot of the bed, set atop a dresser against the far wall was a large, if old and outdated, television. The screen flickered, frozen mid scene with what she could only guess was Ferris Bueller's Day Off.

Marie smiled lightly. She'd enjoyed the movie on the few occasions she'd seen it. Something about Ferris' carefree Alpha attitude, and the lovable, if confused Beta and Omega companions’ constant reactions had sent her into a fit of giggles when she was younger.

Penny turned from drawing the blinds, and slipped onto the bed with the grace of a dancer. She didn't seem to notice the way Marie's eyes followed her body as she bent down to slink across the bedding on her hands and knees. What mattered to her was that she was no longer alone.

She slipped in between Marie's sprawled legs, flashing her friend a friendly, easy smile and twisted to settle her rear against the soft cotton of Marie's inner thighs. As she gently leaned back, a soft sigh escaped her. Marie felt warm and secure against her. Immediately comfortable, she tilted her head back to rest it on the curve of Marie's shoulder.

"Thanks for staying." Penny murmured, gazing up at Marie. Her small smiled widened, and gratitude and affection radiated from her eyes. Marie wordlessly returned the smile, though Penny missed the flicker of Marie's gaze to the nape of the Omega's slim throat. Instead, Penny turned back, reaching for the remote. She took a moment to settle in a little more against Marie, and resumed playing. The looming prospect of her heat was happily pushed aside and purposely ignored in favor of the comfort of Marie's companionship.

\----

Hours later, as the credits scrolled for The Princess Bride, Penny found herself struggling to stay awake. Marie's natural warmth, the gentle earthy scent, and her own elevated warmth from the onset of her heat made Penny sleepy. She felt safe and comfortable with Marie's arms loosely wrapped around her waist. She yawned expansively, garnering a lethargic giggle and an answering yawn from her companion. 

She fumbled for the remote in her lap, before turning off the TV, suddenly plunging the room into moonlit gloom.

She felt Marie stir behind her, shifting their collective weight on the bed.

"What..what time is it?" Marie asked, looking around.

Penny's head swung to the nightstand, where her clock sat. In fluorescent orange, the numbers glowed back in the dark.

" S'bout Eleven-thirty."

Marie's voice carried softly against the shell of her ear, " I should be getting home."

Penny whined at the words, and seemed to snuggle closer to her friend. "Please don't go?" She pleaded.

Marie's arms tightened around Penny's waist at the pleading tone. She cared much for the smaller blonde girl, and discovering her status had only deepened that instinct. But she also had come to suspect that her friend's heat was on its way. Penny almost never just relaxed. She was the sort to talk back at movies, so much so as to sometimes annoy others. Instead the little Omega before her had been attentive and quiet, only bothering with murmured comments-- something Marie had to admit she preferred. But Penny's scent had gotten a little stronger over the evening too, and it seemed like everything pointed to a possible heat. She never had thought to consider that it may have already started.

Even so, despite her concerns, the evening had gone well so far, and the thought of leaving Penny alone after a very enjoyable evening didn't seem right.

She moistened her lips as the logical question came to mind. "If I'm not going, what would you like me to do?"

Penny shot her a teasing, if mostly tired look. "Sleep with me?" She asked, with enough faux-innocence that Marie knew her friend was laying it on thick.

Marie's cheeks bloomed with color nevertheless, a sight which Penny would later admit she found extremely adorable. Marie coughed softly, and her eyes darted to the side.

"I don't know about sleeping with you..." They shared a nervous giggle.

"But I don't mind keeping you company."

To Marie's great surprise, Penny wordlessly nodded, and rose to clean her teeth and get ready for sleep. Marie watched Penny's retreating form dumbly for a few moments, still trying to process how things had progressed from a friendly visit to apparently spending the night with her friend. A tingle of arousal settled in her belly, and Marie immediately quashed it. They had spent time over night in the dorms before, but it had always been in good lighting with proper ventilation. The room Penny had left her in was suffused with the Omega’s scent, in a way she could never recall happening before.

To her discomfort, Marie realized that she'd never sleep well in the heavy sweats she was in. And when Penny returned from the bathroom, she was wearing much lighter sleep wear-- matching Pajamas. Marie had never accounted for the possibility she might be spending the night in her best friend's bed. If she was going to get any sleep, the heavy sweats she was wearing would have to come off. And while the loose shorts and tee she wore underneath would be easier to sleep in, they would do nothing to hide the truth, should her arousal grow unchecked.

With a sinking feeling she shuffled under the covers, pulled off the offending items, and dropped them over the side of the bed. Penny approached, looking adorably tired in the gloom. Marie could just barely discern tiny cartoon ducks on the thin cotton tops and boy-shorts, the rest of Penny's toned legs distressingly bare. Penny climbed into bed, careful not to lay too close. From across the bed, she gazed over at her friend, the corner of her bottom lip caught between her teeth. Penny had hoped for more of the easy camaraderie from earlier but now that they were in bed together, she felt a tension and gravity between them. Marie was fighting the urge to pull Penny into a full-bodied cuddle, so strong was the urge for more contact, but instead snuggled further into the blankets. Penny offered her taller friend a nervous smile, and deliberately rolled over. She half expected Marie to scoot in and spoon her for a moment before closing her eyes and softly wishing her friend a goodnight. Instead, Marie rolled onto her back and nodded silently. She cleared her throat, a noise that almost spooked her with how loud it sounded in her ears, before issuing her own goodnight, and shut her eyes, desperately hoping for sleep.


	2. Pull Me Down

**Summary for the Chapter:**

> The Sex Begins

Marie awoke first, rudely dragged from a deep, dreamless slumber. Her senses were slow to return to her, but one thing was immediately clear: the sweet scent that filled her nose made her mouth water and her body pleasantly hum.

But as she became more aware, she also became all the more horrified. The sweet-smelling something was a smaller, warm and soft body pressed up against her. At some point in the last hour or two, Alpha and Omega had become tangled up in each other. Penny's small athletic frame had scooted back, and Marie had rolled over. Now her nose was buried in Penny's Blonde locks, and her arms embraced low around her friend's slight waist and abdomen.

Penny's flawless and powerful back was tucked up against Marie's front--an adorable little spoon, if the situation wasn't more dire--and the taller Alpha's short breaths pressed her chest against Penny's back.

Perhaps most tantalizingly dangerous of them all was the way her cock had risen to fullness, and had pulled her loose shorts high enough up that the bare member was pressed between the backs of Penny's smooth, warm thighs. And if the wet heat she could feel gently pressed against her tip was any indication, she was only a hairsbreadth from slipping inside Penny had it not been for Penny's bottoms. Panic, laced with a mounting arousal bloomed in Marie's chest, but she couldn't resist inhaling a lungful of Penny's light, airy scent. The little Omega's skin felt hot under her palms, and combined with the slow, shallow pant that made Penny's bust rise and fall told Marie all she needed to know: Penny had gone into heat while they had slept, and Marie was at ground zero for it.

Now that she was aware of it, Penny’s heat was all Marie could think of, and when her hips gave an instinctual jog forward, she had to bite back a moan as she felt Penny's swollen labia part a little more under the damp pajama bottoms.

What shook her from the fog of lust was Penny's own groggy moan at the sensation of Marie's blunt tip teasing her folds. Suddenly Marie was reminded of who she was holding-- and Penny's reaction to something like this on a normal day had the effect of tempering her desire a little. 

Extricating herself from this wonderful trap became her goal, even if it meant fighting against her instincts on what felt like a cellular level. Her fingertips began a slow retreat back up Penny's taut, warm belly, to the subtle flair of the sleeping Omega's hips.

Marie was about to lift her hands away when Penny's hips shifted again. Her eyes widened, and lips formed a silent 'O' as Penny's rear pressed further against her, and the wide head of Marie's cock tented the wet cotton pajama bottoms against Penny's soft lips. They were soaked by this point, in a mixture of Marie's own steadily leaking liquid, and Penny's hot slick-- and it meant Marie felt every curve and fold of Penny's outer lips. Had Penny decided to wear panties, or god-forbid, nothing, Marie was certain she would have slipped inside the smaller girl.

All the more reason to pull away.

But Penny in her heat-riddled sleep seemed to have other ideas. Just as Marie's fingers began to glide along Penny's warm, taut belly towards her hips, she froze again. Penny gave a soft sigh, and shifted against the taller woman. Her hips gyrated in a slow circle, as though settling into bed in slow motion. The gentle movement dragged the sensitive, leaking tip of Marie's cock against the wet outline of Penny's swollen labia. Marie had to swallow a moan, and her fingers twitched against Penny's narrow hips as she struggled against the intense pleasure.

A spike of ice and terror ran down her back as Penny expansively yawned, and began to stir awake.

Penny slowly came to, rising from murky dreams. She felt hot, and her limbs both buzzed and felt heavy at the same time. A dull heat had settled between her thighs and as she grew more and more conscious, it sharpened. Her senses opened, and she was suddenly assaulted with a wave of desire as several things registered to her. Her nose was filled with Marie's deep, earthy musk, but it seemed more intense than before. Her friend's fingers rested against her hips and-- oh--oh my.

Penny finally felt the seemingly impossibly wide and hot tip of a cock--Marie's cock, she quickly realized-- pressed firmly against the swollen, wet lips of her sex. This sent a multitude of emotions spinning inside her. Fear, mixed with confusion and lust, underscored by some darker underlying need she could not yet place.

"Marie?.." Penny murmured, turning her head back to try and glimpse her best friend. She tried to ignore the very obvious wet press of Marie's gently throbbing cock-head against her thigh as she turned. The broad head was warmly throbbing against her inner thigh and ruining her pajamas, sluggishly leaking Marie's warm, aromatic precum. She didn't bother to reach back and push it away. It was obvious why both of them were reacting like this, and she couldn’t find it in herself to be angry at the Alpha for instincts she had no control over.

But her head was clear enough for the moment to address important details before she succumbed to the throes of her heat. Instead she rolled over in the loose circle of Marie’s arms, feeling oddly calm. She should have been outraged or at least upset, but the fact that it was Marie with her made everything alright.

Her head tilted back against the pillow to look up and across at her friend, a look of awe on her face, and her bright eyes a swirling mix of emotions. She struggled not to breathe in too deeply, but it was no use--Marie's scent was everywhere, no doubt already filling the tiny room. Penny licked her dry lips, but when she spoke, her voice was steadier than she felt. "I suppose I should have asked, huh?"

Penny offered her bed-partner a wan smile with the attempt at dry humor, and her cheeks slowly blossomed into a full blush. Marie's soft, relieved laugh in response made Penny's stomach flutter and her walls clench.

"I should have warned you." Marie returned, with a gentle smile of her own. Her hands gently squeezed Penny's narrow hips affectionately with the apology, and it drew a soft moan from the smaller girl, much to both their surprise.

Both women looked away and their cheeks warmed with shared embarrassment. After an awkward beat, Marie's gaze settled back to look at her smaller friend.

"What...what would you like me to do?" Marie murmured. She watched Penny carefully, gaze flitting about her face in an attempt to glean some interest, one way or another.

Penny took a moment to marshal her thoughts, to decide just what it was she wanted from Marie. She knew they teetered on the edge, and that her mind would only be clear enough for rational thought for so long. 

When she came down to it, though, even examined as rationally as she could, she wanted Marie to stay. A darker, more honest part of herself, wanted Marie to mate with her, with all that such an act entailed.  
I  
She inhaled a deep breath to steady her nerves, and momentarily regretted it as Marie's pheromones plugged her nose. She blushed heavily and shuddered under Marie's gentle grip but still made her case.

"I....." She started, then licked her lips with nervousness. If she asked, and Marie agreed, there was no telling what might happen. “I want you to help me with my heat.” Penny murmured, returning Marie's gaze. 

Before the taller Alpha could respond, she gathered her confidence and hastily continued. "It's...not the best circumstances to find out..." She said, then winced before adding, “Or be asked..”

"But..." Her blush returned in full, coating her cheeks in a beautiful warm red, "If anyone was to help me, I'd want it to be you." She exhaled heavily, and it felt like a weight lifted from her shoulders. She giggled at Marie's shocked expression at first, but then groaned when her friend seemed to have finally processed the words, and her cock pulsed warmly against Penny's leg, sending a small stream of precum against her inner thigh. 

Marie had been dumbstruck by the words. It took her only the fleetest of seconds for her to realize that she wanted the same as Penny, but to hear the offer spoken aloud?... It was something she never thought she'd hear, least of all from the most outspoken Omega she knew.

Even so, in this precarious scenario, she was touched. She had sometimes fantasized about her and Penny as a couple someday, had even seriously considered the idea once or twice during some of their quieter moments. To have Penny offer herself first though... A twinge of guilt passed through her at the circumstances, but passed quickly when she gazed across at Penny. The Omega's face was open and warm, her eyes watching Marie with a heartbreaking mix of hope and vulnerability. Marie couldn't hope to compete with it.

She responded with a warm smile, and leant in, eyes drifting closed as her lips pressed softly against Penny's in answer to her offer.

Both of them quietly moaned at the contact. They had shared brief, friendly kisses before, but this was new and dizzying. Marie tilted her head just the slightest to deepen the kiss, and marveled at how soft and full Penny's lips felt against hers. They moved from one kiss to the next, slow and unhurried, lost for the moment in the feeling of newness.

When they finally came up for air, it was clear to them both that the mood had changed, and a new understanding passed between them. Penny's eyes were lidded, and she bit her bottom lip briefly before lifting a hand to cup Marie's cheek. "I...I trust you, Marie. More than anyone else...Just...just be gentle with me, okay? It’s my first time, with an Alpha." She softly murmured, while her partner gazed at her.

Penny cleared her throat, and gently pulled away from Marie's arms, rolling away to fall on her back, the cool sheets soothing against her warming skin. She didn't fight the urge to let her legs fall open in silent invitation.

She watched as Marie came to life after a shocked moment and carefully maneuvered herself between Penny's spread legs. She set her arms to the side of her friend's head, biting the corner of her lip nervously.

Penny was confused for a moment, as Marie hung above her, resting on knees and arms awkwardly. She smiled and her heart cracked at the very gentle kindness Marie was affording her. She reached up above her, tangling her fingers in Marie's dark locks, while her other hand found her partner's hip. "You don't have to hold yourself up, you know." She said, lips quirking up in amusement. " I can take your weight," She murmured, her words filled with affectionate amusement. She leaned up to plant a soft kiss against the space next to Marie's ear. 

Her word were whispered and tender. "I won't break, Marie."

Penny leaned back against the pillow, and Marie smiled sheepishly down at her. “Just..” Marie murmured, then cleared her throat, “Just let me know if you, uhm, feel uncomfortable, okay?”

Penny moaned at the substantial press of Marie's body against her own. The Alpha's weight was more than she was used to, sure, but it felt right and comfortable. The full contact was enough to temporarily soothe the pounding throb that had settled between her thighs. Full breasts pillowed against her own, along with a taut torso and powerful thighs pressed flush against her. But what she noticed most was the long thickness of Marie's cock between her legs, pressed against her sodden leggings. 

She could just barely feel the steel-like hardness of Marie's shaft against her, but the heat..the heat passed straight through, and it spurred her on. She wrapped her arms around Marie's waist and smooth back, and a low moan escaped her, to trickle into her friend's ear.

Marie's hips rolled gently against her own, and Penny relished the muffled sigh into her neck. She ducked her head to press a gentle rain of soft, encouraging kisses along Marie's jaw. She felt her partner lift her head and gaze down. Penny responded immediately, and as soon as she was able, raised herself up to bring their lips together. Her hands drifted up to caress Marie's sides through the cotton of her shirt, but Penny couldn't resist winding her hands around Marie's hips and slipping inside the back of her Alpha's gym shorts. 

Marie gasped against Penny's lips as svelte fingers cupped, and then pressed down on her rear, encouraging her to grind down. Her hips bucked forward, pressing her tightly against the apex of Penny's thighs, but whined softly when she felt indirect pressure against her shaft. She needed more, much more. 

Marie dipped her head low, and gently nosed against Penny's chin. The smaller woman whimpered, but complied, tilting her head up and the side, exposing her pale throat in gentle submission. Marie felt her cock distantly pulse at the sight, and leaned down to kiss and suckle at the soft skin. She let her teeth graze over the Omega's pulse point and growled in response to the enthusiastic sounds the teasing elicited.

Suddenly, Penny felt a wave of warmth engulf her, rising up from below, and let out a low, loud moan. Marie raised her head to gaze down at her friend with a silently questioning look. 

Penny felt like someone had cranked up her own internal temperature, and shivered as sweat broke out along her skin. She began to breathe shallowly as she gazed up at Marie, nearly panting.

"Heat," she mewled. Marie's eyes widened, and her hands moved to cradle Penny's hips, gliding across the sweat slicked skin. Penny gulped down air, before she continued, "started...s-so warm." Marie keened softly at the trembling little body under her, but kept her head long enough to ask her friend what she needed.

Penny's response was as blunt as it was arousing. "Water." She murmured, writhing a little on the soft but too- warm sheets. "Water, then you."

Marie's eyes widened briefly, and her cheeks flushed with color. She was loathe to leave her place between Penny's thighs, but she understood the need to keep an Omega hydrated during their heat. She leaned down to press her lips to the soft expanse of Penny's cheek before rising from her bed. She swayed a moment, as spots swam in her vision, before steadying herself. Apparently all the blood had gone to her other head.

Upon entering the bathroom, she felt her head clear a little and leaned on the counter. She took stock of herself, staring in the mirror a moment. Her dark hair was mussed and untangled, her sleep clothes askew, not to mention the long, thick shaft that stood out against the strain of her shorts, tip shining mutely in the dim light of the bathroom's nightlight.

They were doing this. Not maybe, or possibly. It wasn't some half-formed fantasy, either. The thought both excited and terrified her. She'd heard that knotting the first time could be a little uncomfortable. Would it hurt? Would she hurt Penny? Should they even attempt it? Penny looked petite next to her normally, but Marie had truly noticed it when her friend had looked so vulnerable and tiny beneath her. She hadn’t even addressed the elephant in the room: If Marie knotted Penny while she was in heat, the chances her friend would end up carrying Marie’s child were nearly absolute. There were thing to prevent it from taking hold, of course, but in the moment Marie couldn’t think past the distinct possibility of breeding.

Marie's hands actually trembled as she retrieved the cup from the counter and filled with water from the faucet. She raised the little porcelain glass and took a few cool sips to steady herself, before refilling it. She had enough foresight to fill a second cup for later, and returned to the bedroom.

Marie was surprised to discover that Penny had discarded herself of her clothing, her naked skin glistened with sweat, casting a dull silver sheen from the starlight that filtered into the room. Her body was flat against the sheets, legs held up, thighs pulled open and knees curled back. Marie could just make out Penny's lithe forearm between the upturned legs, muscles flexing under the skin as Penny's fingers furiously worked over her clitoris and the soft, swollen petals of her outer lips.

Soft grunts and whimpers escaped Penny's clenched jaw, her head thrown back against the pillow in straining ecstasy.

As Marie approached the bedside, she could make out more details: Her friend’s nipples were pebbled and hard, rosy little buds atop the softly bouncing chest and the cords of Penny's neck stood out in testament to the overwhelming need Marie knew must be coursing within her friend. She set one cup on the nightstand before turning to the Omega.

She swallowed hard before resting a gentle hand on Penny's warm shoulder. Her friend stopped to look up at the distraction, fleetingly annoyed at being interrupted until she registered Marie's return. Her features cleared, and she offered Marie a bashful smile. 

"Sorry," Penny murmured as she struggled to sit up a little and take the offered cup. Her hands trembled as they met Marie's, coated in her own arousal. She offered no other explanation as she took the glass and greedily swallowed down the cool liquid, eyes shut as relief washed down her throat.

Finished, she offered the glass back to Marie with a satisfied sigh, and let her hands return between her thighs to resume satisfying the ache there. "I--I couldn't wait..." She breathlessly explained. "I..it..it h-hurts not to-to touch it. P-please." She softly mewled.

Marie's pulse thudded just under her skin at the reality of things. The sight of Penny splayed open and so deliriously hungry for sex, the sweet, sweet call of the Omega's scent and the words that trickled in her ear were almost too much combined. 

But as she set the empty glass on the nightstand beside the bed, she knew she had to take care of Penny. She reached for the hem of her own shirt and tugged it up over her head, to let it flutter to the ground at her feet. 

"It's alright," She murmured in a warm, soft tone. "I'm here now. We'll get through this together." Marie shimmied out of her shorts, and at last her cock pushed upwards, free of any confines. Penny's rapt gaze fueled her as she moved to crawl onto the bed, settling on her knees between Penny's open legs. Penny's eyes roamed over her body hungrily, and Marie couldn't help but shiver at being the target of such lustful scrutiny. 

Finally their eyes met, and Marie let herself move. Her warm hands gently glided along the soft, smooth expanses of Penny's inner thighs and the Omega's fingers slowed their fervent pace, as she let out a contented sigh.

Penny's body seemed wholly dependent on touch, and the heat coursing through her was tempered when Marie's comparatively cooler hands brushed along her open legs. The few minutes she'd been without Marie's weight or touch had fanned her desire higher, and she'd been compelled to discard her clothes and set to work taking care of herself, lest she go mad with lust.

With the waves of heat that radiated through her body with every other heartbeat, she quickly had abandoned any interest of being modest, and only sought to slake the desire that burned to her core. While Marie had left to get her water to wet and cool her parched throat, her legs fell open and her deft fingers slipped between her slick thighs to play with the source of the well of arousal she was dealing with. She had moaned softly as her fingers gathered slick, making it easy to stroke along her lips, and worry the hooded bud of her clit. Her eyes rolled back and her head hit the pillow, letting out a relieved groan at the pleasure she was finally getting. It wouldn’t have lasted, and certainly wouldn’t have been enough, but it had kept her relieved just long enough for Marie to return.

The fingers that played along her inner thighs now, in gentle, meandering caresses seemed the perfect balm against the heat that threatened to overtake her. She breathed deep, and let her head fall back against the soft pillow, sucking down lungfuls of the Alpha’s scent. Each time it filled her nose, and sent muted shocks of arousal down her body, making her inner walls twitch.

The soft and gentle caresses, while soothing, weren’t enough to satisfy the aching emptiness inside her, so she asked for more.

“F-feels good.” She stuttered, “B-but not enough.” Eyes shut, she reached down to take one of Marie’s hands in her wet fingers and drag it directly between her thighs. Even though she knew it was coming, Penny’s breath still hitched when she felt the soft pads of Marie’s fingers brush against her her soaked folds. Everything stilled for a moment, and then, to her infinite relief, she felt those long, dexterous fingers start to move. Penny relaxed and moaned happily at the steady, gentle touch, her inner Omega preening at the delicate care with which she was being attended to. Her hands drifted to clench bedsheets as her hips rolled upwards in lazy circles. Marie’s fingers teased and spread her folds, gliding between them, and then back up to brush tenderly against Penny’s little clit, as it began to peak from below it’s hood.

Marie could hardly believe it was happening, even as she watched and felt Penny’s body move in front of her. The wet silk against her fingers was instantly intoxicating, and her mouth watered at the idea of tasting it, but she resisted the temptation to do so quite yet.Instead she leaned over her supine friend to plant tender kisses to the soft, flat expanse of Penny’s stomach, just above her belly button. The hot skin that met her lips was heaven, and she felt her shaft pulse in what could only be distant jealousy. Even as soft moans and coos filled the air, Marie slowly kissed her way higher, until her full lips brushed against the underside of Penny’s breast. The flesh was full, and held it’s shape well, but softer than anything Marie could have ever imagined. 

Above her, she could hear Penny’s breath hitch and gasp, before she gave the most adorable little mewl. Marie smiled against the breast and kissed her way higher, feeling Penny’s hips squirm into the sheets beneath her hand. Finally her lips teased the pebbled skin of Penny’s areola, before warm, full lips latched around the tender nipple.

The response was immediate and electric, as Penny cried out beautifully, and her back arched up into Marie’s mouth. Marie’s answering moan was softer and muted against Penny’s skin, as her tongue laved against the little bud mercilessly. Marie adjusted her position, pulling her hips up and letting her back curve down. Her ass pushed upward, as she gently suckled Penny’s nipple. Her only free hand weighed on one of Penny’s inner thighs, at once supporting Marie, as well as holding her partner’s legs open. The taste and feel of her lover’s breast beneath Marie’s lips amazed her with how natural and good it felt. The skin was unimaginably soft, but for the stiff bud against her wet tongue, and the sweat of her lover’s body added a delicious hint of salt.

Penny’s hands moved to grip the tops of Marie’s bronzed shoulders, as her hips bucked up into the Alpha’s palm. The warm tongue lashing at her nipple, and the soft, full lips around her breast sent bolts of pleasure straight to her core and made her whimper with fresh need. 

She could feel tension spiraling tighter and tighter in her gut, a simmering heat that sent quakes down her thighs. The gentle teasing of Marie’s fingers was good, but Penny felt her inner Omega grow impatient. She needed more, and she needed it now. Her heat demanded more than gentle explorations, craved something more wild. She dug her nails into the solid but soft and hot expanse of Marie’s bare back and rolled her hips, trying to desperately seek out more touch against her swollen sex.

“Mah-Mah,” she stammered, “Marie, ne-need more.”

Penny blushed at the way her voice vacillated between frustration and desperation. Marie paused in her touch for seconds, but the lack of movement seemed to stretch like a torturous eternity, until she felt a pair of slim fingers gently probe and push against her slick lips. Penny moaned loudly in encouragement, and her hips weakly rolled upward against the pushing fingers.

Marie seemed to be emboldened by the response, as her fingers split Penny’s flushed and swollen labia, and pushed deeper into the Omega’s inner walls. The slight stretch and slow intrusion into her pussy seemed to be exactly what her body needed and the anxious impatience she had been feeling melted away. She sighed in relief, as her body adapted to Marie’s fingers inside her. Her head tilted down, and she gazed at Marie tenderly. The Alpha was still gently suckiling on the soft bud of her nipple, and returned Penny’s gaze through thick lashes. 

Penny held the intense gaze of her Alpha for a moment longer, before giving a gentle nod of acceptance, and couldn’t miss the way Marie’s eyes seemed to flicker with eagerness at the permission.

Marie could barely hold herself back. With the Omega’s sweet scent coiling in her nose, and the hint of salt coating Penny’s warm breast, she could already feel a faint, pounding pressure at the base of her cock. She longed to hear what sweet sounds she could draw from the smaller woman beneath her.

Marie let the stiff little bud fall from her lips with an audible pop that made Penny’s hips jerk against her fingers. She pushed herself up on one arm, and gazed hungrily down at the body before her. Penny’s taut athletic body was stretched beautifully below her, a mix of smooth curves and corded, straining muscles. Her brows were pinched up ward in intense pleasure, and Marie could see the Omega’s neck strain as she mewled and groaned. 

Marie’s forearm flexed, and she curled her finger just a little, as she began to thrust. The pace was slow and gentle at first, but as they both became more accustomed to the sensation, Marie couldn’t resist pushing faster. When she brushed Penny’s clit briefly with her thumb, the Omega opened up for her like a blooming flower, with such carnal beauty that it left her breathless.

She whimpered softly at how tight Penny’s walls were against her fingers, gripping and rippling against them. Penny’s soft sounds turned into full throat-ed moans as Marie’s fingers plunged into her Omega’s slick sex, and it made her cock pulse and throb with desire.

Penny’s skin was flushed with color, a ruddy blush that spread down her neck and chest and the tendons on her neck stood out against the skin in sharp relief. Marie memorized all of it, greedily drinking every impression her senses delivered to her as Penny’s hips bucked and her back arched. 

“Don’--Don’t stop! God, s-s-so close!” Penny cried, her words breaking like the tidal waves of pleasure that crashed through her. The clenching pulses around Marie’s fingers seemed to come faster and faster until suddenly Penny stiffened. Her back arched upward and she threw her head back against the damp pillows beneath her and howled in ecstasy. Marie realized with sudden clarity that she was watching Penny orgasm, and slowed the relentless assault of her fingers.

Despite the aching heaviness in her cock, and the way the Omega’s nearly cloying scent plugged her nose, Marie felt an overwhelming wave of protectiveness surge through her as she watched Penny come down from her high. She gently pulled her fingers free from within the clenching silk, softly grazing and petting the sensitive, open folds of Penny’s labia. The woman below her twitched at the lite touch, and moaned tiredly. 

Marie smiled a moment, before bringing her sodden fingers to her lips and sucking them clean. Penny’s taste was rich and sweet, with just a little bit of tanginess, and it elicited a pleased hum from Marie’s chest.

Fingers clean, she knelt down and let her head rest on the soft pillows of Penny’s breasts, closing her eyes as she listened to her friend’s heartbeat return to normal. Distantly, she could feel her cock pulse and throb in time with the metronome of Penny’s heartbeat, and she knew there was nowhere else she’d rather be.

**Notes for the Chapter:**

> And that's the second Chapter. Originally I planned this as simply a two-parter, but I love these smutty idiots, and intend to write more of them.


	3. Perigee

**Summary for the Chapter:**

> In the wee small hours of the morning, Alpha and Omega come together.

Penny drifted for a time, lost in the echoes of her orgasm, the burning desire sated. The comforting weight of Marie’s head upon her chest, and soft, full breasts pressed against her belly made her feel safe and warm. She had, at some point, wrapped her arms around Marie’s shoulders and the back of her head in a loose embrace, that felt almost instinctively right. Her breathing was calm and measured, and she enjoyed the play of Marie’s powerful, smooth back muscles under her fingers as she idly petted the skin. Her heat still smoldered beneath everything, but if it had been a blazing inferno before, it felt more like glowing embers now. 

Penny was certain she could have drifted off to sleep, if it hadn’t been for the warm viscous liquid that trickled down her cheeks to the bedspread below. She grimaced at the warm damp spot that spread out beneath her, and lifted her hips a little to try and find a more comfortable position. It wasn’t ideal, but it worked-- until she felt another warm trickle of thick liquid against the soft rise of her pubic mound. It rolled past the exposed bud of her clit and the folds of her pussy to stream down her cheeks again. The strange sensation felt good, and she trembled a moment, and sighed. The soft trickle teased and distracted her though, and kept Penny from succumbing to sleep.

Groggy but curious, she let her eyes open and slowly raised her head. 

Marie’s mop of dark hair was sprawled against her chest, the strands caught in the dull starlight of the window behind Penny’s bed, with the woman’s cheek gently pillowed against the Omega’s breast. From there, Marie’s back rose upward, and Penny could just make out the bands of muscle that formed twin contours along Marie’s spine under her loosely clasped hands. Further back, Marie’s rear was pushed upwards in a kneeling position, and Penny could feel the warm tops of her Alpha’s knees against the back of her thighs. But what captured her attention, and answered her curiosity in one moment, was the long shaft that dangled between. Marie’s cock hung forward, jutting from the Alpha’s toned body at nearly a ninety degree angle, and was swollen and dark. Marie could swear she even saw the beginnings of a knot forming in the gloom, but couldn’t be sure. Even as she stared, the long shaft gave a gentle pulse, and a slow drip of precum trickled from the tip. It dribbled down in a thick string, and when she both felt and saw the warm liquid pool on her mound and begin to trickle down the folds of her pussy, she couldn’t help but moan softly. 

Her soft, reddened and puffy petals fluttered and tugged inward a moment, as though greedy for more, and Penny couldn’t deny the desire. She pushed her hips a little higher, and watched with intense interest as the next soft pulse from Marie’s cock dribbled the stream of precum against her labia, and when her pussy clenched again, inside her. Her head fell back and she moaned as the slow tide of liquid warmth seeped into her pussy.

Another heartbeat, and another gentle trickle followed, pulling another soft whimper from Penny. It roused Marie slowly from her chest, and the Alpha raised her head to look down at Penny with confusion. 

The sky outside had just barely lightened from pitch black and dotted with stars, to a deepest blue and purple. And with it, Marie could see in detail how Penny’s body had responded to her. The Omega’s cheeks and neck were flush with a deep red, that spread to the tops of her chest. Full, perky breasts with beautifully puffy and full nipples that stood proudly from her chest. Marie’s head dipped down, to peer in the space between them, and whimpered at the sight that greeted her.

She had known she was still hard; it was almost impossible not to be when in close proximity to an Omega in heat, to say nothing of one she felt so strongly about. But Penny’s rapturous orgasm had blunted the pure instinctual drive she had felt before, captivated as she had been while watching her friend reach the peak of pleasure. Now as she gazed at the milky clear liquid that was pooling in the folds of Penny’s labia, and streaming between the weakly spasming lips, that driving arousal returned, surprising her with the sudden overpowering force with which it engulfed Marie’s senses.

She gave a loud groan and as the soft throb that had marked her heartbeat turned into a pounding pulse. “Penny..” She whined, her voice strained with a mix of intense arousal and panic. They were dangerously close to mating and Marie was losing the internal battle not to give in to the powerful instincts. She was certain that Penny was no better off with her self control, and it frightened and excited her at the same time.

Her cock responded as Penny lifted her head to meet Marie’s in a hungry gaze. The shaft swelled and lengthened to full, and the light drip of precum turned to a tiny, but steady trickling stream. Marie groaned at the increased pressure at the base of her cock, fueled by the wanton desire that swirled in Penny’s eyes. She jogged her hips downward instinctively, and both of them gasped when the full head of Marie’s cock briefly split the puffy lips of Penny’s labia, threatening to push deeper. 

Marie could feel herself on the edge of giving in, but she desperately needed the Omega’s acceptance to let herself go, to give in to the desire that suffused every cell of her being. Penny’s chest heaved beneath Marie, and her skin was flushed with color. That alone seemed indication enough of the smaller woman’s desire, but the small nod from Penny, as warm hands snaked around Marie’s backside and gently pulled downward in a wordless urging, Marie allowed herself to give in to the thing she so desperately wanted. Her hips began to push downward deliberately, and she felt the warm, plush lips of Penny’s sex split and slowly stretch to accommodate the wide tip of Marie’s cock.

The mewling little cry that sounded from Penny’s lips at the slow intrusion surprised even herself, with how much desperation for more that it carried. Marie’s cock felt absolutely out sized to her tiny pussy, but the slow, gentle stretch that lit up her senses felt wonderful, even if it was a struggle to accept. It sent a pleasant, burning tingle that seemed to radiate outward with her pulse reaching all the way down to her toes. But with the stretch came the sensation of yawning emptiness inside her. She desperately needed more, even as her muscles clenched down to meet the invader. Her fingers dug into Marie’s solid, warm shoulders, looping under the Alpha’s arms. She tugged down, trying to wordlessly convey the mounting desire to be claimed fully. Marie shivered above her as the nails bit into her skin and her hips briefly jogged forward, pushing a couple of tortuously hard inches of the Alpha’s cock deeper.

Penny cried out, somewhere between a yelp and a whimper. Marie’s cock wasn’t impossibly big, but it was far larger than the clit stimulating toys she’d ever had. Panic filled her alongside the seemingly bottomless desire, and she found herself caught between two warring desires -- she wanted and needed for Marie’s cock to push as deep as possible and claim her, but the intensely intimate and overwhelming penetration was proving too much for her to handle, and part of her wanted it out.

She squeezed her eyes shut, and began to squirm a little under Marie, unable to stop the tiny whimpers that escaped her. Penny’s nails dug into the Alpha’s shoulders harder, leaving red half-moon indents in their wake, and they pulled a painful-sounding hiss from Marie. Penny couldn’t make up her mind-- she desperately sought relief, but the torrent of emotions and sensations made it hard to decipher what her body needed.

Just as the tumult of emotions threatened to boil over, she felt Marie’s warm hands on her hips, palms pressing her into place and fingers gripping just a little. Rather than incite further panic, the commanding touch was like cool water was being poured over her blazing soul. Penny’s hips stilled, and her body relaxed, bit by bit, as she surrendered to the Alpha’s firm, but gentle touch. 

“Are you okay?”

Penny opened her eyes as her breathing slowed, taking in a worried Marie above her. The woman’s gaze swirled with desire as it did concern, and it buoyed her spirits up. She took in deep lungfuls of Marie’s comforting, scent, like fresh earth after a rainfall. Finally she found the strength to nod and offer up a small smile, her cheeks coated with blush. “Y-yeah..” She murmured. “Just… Just was a little too much for a moment.” She quietly confessed.

Penny chewed her lower lip a moment. She could tell Marie to stop, and though both their instincts might make it unbearable to do so, she knew the Alpha above her would abide by her wishes. The thought instead, only made her more intent to finish what they’d started.

Her gaze darted down between them, where Marie’s tip was still lodged inside her, and if she concentrated, she could feel it still leaking into her pussy. A shiver passed through her, and when her eyes returned to meet Marie’s through Penny’s thick lashes, she found the courage to ask for what she wanted.

“I... I want to continue.” She murmured quietly. Her blush deepened as she boldly clarified: “All the way.” The ripple of desire that traveled under Penny’s fingers then down Marie’s smooth, hot skin, and the matching bloom of color that spread across the taller woman’s cheeks made Penny’s heart quiver.

Marie leaned down, and Penny let her eyes naturally shut as their lips came together. They took their time, lips to lips, tongue against tongue, exploring the soft contours of each others mouths. And when Marie’s hips began to to push again, Penny moaned against her lover’s lips but did not protest. Her arms encircled Marie’s powerful, shapely back, and held on.

The slow stretch felt wonderful, gently prying her inner walls apart as the thick shaft slowly slid deeper and deeper. Her pussy clenched to meet the intrusion, but it only increased the pleasant burning strain that reached deeper. Marie’s hips only added a little extra push to fight Penny’s quivering inner walls when she met with slowly yielding resistance. Even as smooth and slick as Penny was, Marie’s relative size and the inexperience with sex with an Alpha forced a slow pace.

Penny let her head fall away from Marie’s, collapsing on the pillow below her, hair splayed out beneath her like a dim, golden halo. Her eyes stayed shut and her mouth gaped as she sucked down air and lungfuls of Marie’s heady, thick scent. The fresh scent made her relax again, and she felt Marie slide deeper. Each inch left her breathless and reeling in the best way. She thought it might never end, until, with a sharp gasp she felt the base of Marie’s cock press against her outer lips, and the warm press of her lover’s hips against the inside of her thighs. Penny had never felt so full, and Marie was so warm and hard inside her. She could feel the gentle pulse of Marie’s heartbeat in the thick shaft that lay inside her, and her walls fluttered in response. 

“Oh god…” Penny breathed, her eyes fluttering open. “You’re so deep..”

Penny took in the sight of Marie’s form above her. The sleek Alpha held herself partially upright by her arms, and Penny let her gaze hungrily sweep over the powerful, smooth muscles in Marie’s arms. The dark, full globes of Marie’s breasts hung above her, and Penny made a mental note to find time to suck on the puffy, dark nipples surrounded by neat, nickle-sized areolas. Finally her eyes moved upward, over the flushed and reddened skin of Marie’s cheeks and neck. 

Marie’s lids were half closed as she matched Penny’s gaze through thick lashes, and she bit her lower lip before playfully jogging her hips forward. “You’re...so tight, Penny.” She husked back.

The unexpected motion made Penny see stars for a moment, and knocked her into a brief bout of dizziness. Her back arched off the bed for a brief second and an involuntary moan was pulled from her throat. In that brief second when the Alpha above her had pressed forward just the tiniest bit forward, Penny had felt it: the solid, warm tip of Marie’s cock had brushed up against her cervix. She faintly remembered hearing about how Alphas could sometimes reach the deepest parts of an Omega, to bond more deeply than in any other fashion, but never had she ever expected to feel it herself. Now it was all she could think about.

Being so deeply buried inside Penny was something Marie never thought she would feel, but she now she would give everything to stay there forever. That firm, but soft and spongy barrier she’d pressed against, and the beautiful reaction it’s touch had stirred in Penny was something she wanted to see and feel, over and over again.

She leaned down to press her lips to Penny’s for a moment, muffling the smaller Omega’s soft whimpers. “I’m going to start moving, Pens.” She murmured, her lips brushing against her lover’s tenderly as she spoke. 

She sounded more confident than she felt, but she wasn’t going to let that stop her now. Penny’s tiny nod of consent was enough for Marie’s fingers to grip the smaller woman’s svelte waist and gently pin it to the bedding, as she slowly dragged her hips back up. Penny moaned below her, as the thick cock was slowly dragged partially free, and Marie couldn’t blame her. Penny’s sex felt heavenly, a perfect fit, and she was only a little unhappy to leave it’s tight, warm confines, even if it meant she was going to push back in.

With a strained groan of her own, she pushed back down after withdrawing nearly halfway, sinking back into the slick pussy much easier than before. Marie threw her head back a moment and moaned. Penny felt so good around her, so tight that she keenly felt her own pulse against the Omega’s walls with each throb of her cock. Judging by Penny’s own answering cry, it felt amazing for her, too.

Marie dipped her head down to kiss Penny’s open lips, and felt her companion’s fingers tangle in her hair and splay against the top of her back as she was swept up in a passionate kiss. Her hips began to set a slow rhythm, pushing in and out with tender care.

For a few moments there was nothing but the sounds of mingled pants, moans, whimpers, and the soft slap of skin against skin, as a welcomed cycle of pleasure echoed between them. Penny’s hands roamed Marie’s back and sides, eager it seemed, to touch all of Marie that she could reach at once while they shared breathless, sloppy kisses. They were lost in each other, wrapped up in a cocoon of mingling scents allowing at last, for their most instinctual desires to ride free.

Marie broke their latest string of kisses to hunch down and nuzzle against the underside of Penny’s chin. Her lover seemed to know what she was after immediately, and turned her head to the side in a sign of unmistakable submission. Penny’s hands cupped the back of Marie’s arms for a moment at the gentle display of dominance from the Alpha, and it made her groan. Marie couldn’t help the pleased purr that rumbled quietly in her chest as she rained gentle kisses on the tender, flushed, peach skin of Penny’s throat. Her nose filled with the woman’s fragrant scent, and her tongue flicked out to taste the tender skin above Penny’s pulse. Without another thought, her lips clamped over the spot and Marie began to lightly suck. She felt the Omega writhe beneath her, soft thighs quaking and tensing against the Alpha’s lean sides at the suggestion of a mating claim, and she let out her own sympathetic, if muffled, keen at the possibility. 

Marie slowed her steady rhythm to readjust her position, and shuffled her thighs under the back of her partner’s. The new position freed up her hands to explore Penny’s body, and as her hips renewed their steady motion, her hands curled around her lover’s back, and drifted upwards. It had the added effect of allowing her to tilt Penny’s hips upward, allowing the head of her cock rub against the swollen front wall of Penny’s pussy. Freed from muffled moans that were swallowed by Marie’s lips, Penny’s cries now sang out into the hot little room, high and breathy and increasingly ragged. They were to Marie’s ears, the sweetest sounds she had ever heard. 

She could even feel Penny tense and relax with each withdraw and thrust, as her swollen member plunged between the clenching and squeezing muscles of Penny’s pussy. 

All too soon she felt the pulsing heaviness grow at the base of her cock, and a sharp ache that seemed to only grow more intense with each thrust. It became so acute that she found herself instinctively seeking much-needed relief. Her hips slowed, and she switched to a slow, insistent push. She slowly sank more and more of the thick shaft of her cock deeper until she felt that pulsing ache at her root begin to press against Penny’s wet and strained outer lips, and felt the tiniest bit of relief from the pressure. Only then did she realize what was happening.

Penny felt the extra thickness press against her already stretched and overtaxed lips, and moaned loudly. How much more was there? Her belly quaked and her arms were beginning to tremble as she gripped Marie’s back, Penny’s golden hair dulled and matted to the back of her head and neck from exertion. She was exhausted from the stress of her heat and the intensity of their rutting, but had still not found complete release.

Over and over, Marie’s cock had pounded into her, pushing so deep that it left her nearly breathless each time. Every time she clenched down around the invading member, squeezing trembling. It felt amazing, but she was always left wanting more. It was like drinking salt water: every thrust felt like exactly what she needed, but only pushed her desire higher.

But then she felt Marie’s cock begin to swell against her entrance and the change in rhythm primed her even before Marie’s broken moan announced it to her.

“P-pens,” her nickname sounded like a desperate, whispered prayer from the Alpha nestled against her throat. “I..I’m knotting..” 

Marie’s hips jerked forward on pure instinct, and the action pulled involuntary moan from Penny’s lips as the top of the warm bulb forced her labia to stretch around it. Her toes curled at the sensation, and she felt herself clench hard against Marie’s cock, tugging at the phallus. New energy, perhaps her last reserves, suffused her limbs and she felt the strength to speak return. Her voice was low and rough from overuse, but the thought that Marie was knotting, and that the Alpha wanted to knot her, was enough to bring her back from the brink.

“I...know,” Penny whispered back. A knot that swelled to full, but had no pressure against it was sometimes painful for an Alpha. Penny knew that salvation from this wonderful and torturous heat could be granted for them both if she just took it, and she was determined now, to do so.

She cleared her throat and her tongue felt thick in her mouth as she gave into the demands of her heat, of her inner Omega. “Do...do it.” She murmured, shivering. As if on their own, her hips pushed up, grinding and rolling against the slick bulb. 

“Kn-Knot me, Marie.” Penny’s voice shook with a whimper as she gave herself to her Alpha, but grew strong as she gained confidence. “Do it.” She softly hissed, and gripped Marie’s back for what leverage she could find, her belly tensing as her hips pushed up against the knot.

Marie let out a long moan against the crook of Penny’s neck, before her hips began to press down in response, and Penny’s confident tone wavered closer to begging. “D-Do it, Marie--” Her hips locked upwards, pushing up as the answering downward press from Marie’s hips mounted. Moans and soft cries echoed between them as Marie’s hips ground down.

The knot sank a little, and suddenly Penny’s pussy felt as though it were ablaze as the stretch burned through her core. The tingling heat spread across her limbs, and her body shuddered with anticipation. She felt a rush of liquid flow from her, to splash against Marie’s knot and stream down her own inner thighs and rear. Her hips strained to push up as Marie’s ground down, struggling to withstand the growing force.

A whimpering keen was ripped from Penny’s lungs as an orgasm snuck up on her. Her hips jerked upward and her back bowed upward in a convulse of pure pleasure. Her eyes rolled back as she came around the widest part of Marie’s grinding knot, and her inner walls spasmed wildly around the solid invading member, trying to milk it for all the life-giving seed she knew was so close.

It proved to be just what they needed. The pressure and stretch grew to a crescendo, and with a sudden, wet, pop Marie’s knot slipped inside. Immediately, Penny’s walls sealed around the bottom of the bulb, and they were tied. 

Marie’s hips jerked forward with the tie, and her back bowed upward. She burrowed her face against the nape of Penny’s neck and suckled against the tender skin of the Omega’s throat, as she struggled to adjust to the tight seal that pressed against her knot from all sides. Penny howled beneath her, shuddering and spasming in Marie’s tight grip as orgasm after orgasm assailed her. Marie could feel her lover’s walls squeezing around her shaft and knot relentlessly. She was so close to cumming, and the sweet pressure of the Omega’s walls against her knot was enough to push her into a short rut. Her hips jerked in back and forth in tiny, selfish little strokes, making her knot shift centimeters inside her mate’s pussy. But the most fantastic sensation of them all was the firm, spongy wall of Penny’s cervix, rubbing against the tender head of Marie’s cock with each little push, sending little bolts of pleasure back up her cock, to reach a coiling tension just behind the flared base of her cock.

The stimulation was too much, and with a sobbing groan, Marie’s knot pulsed hard. A hot wave of release surged up the shaft of her cock, and then all at once, she was filling Penny with long bursts of cum. She could feel her cock jump and buck against Penny’s shuddering, pulsating walls, greedily tugging thick strands of hot liquid from her. 

Penny’s low and long, almost guttural groan of satisfaction burned it’s way into Marie’s memory as the Alpha’s seed washed into her lover’s sex. It spilled against the warm little barrier, before streaming back down against the tightly sealed bulb of Marie’s knot, steadily filling up the Omega.

Penny struggled to keep a grip on reality. She had only just come down from her high, when the knot had finally slipped inside her. She peaked all over again as powerful contractions squeezed her exhausted muscles down on the firm bulb, and rippled along the length of her Alpha’s cock. Someone screamed, and only when she sucked in a breath did she realize it had been her. She clutched desperately to the Alpha above her, as her body bucked upward to take everything offered to her. Penny’s mind and spirit were tossed by powerful rolling waves of pleasure that cascaded up her spine and made her nipples ache in echoing waves.

She rode the aftershocks that left every nerve raw and sensitive, her head back against the pillow and her neck bared for the Alpha above her. Marie’s hips began rapid little thrusts, and Penny squeezed her eyelids shut against the exquisite sensation. Hot tears pricked at the corners of her eyes and trails of warm water trickled down her temples.

Marie’s firm body moved against hers, flawlessly smooth and slick from their shared sweat. There was almost no room between them, and Penny relished they way they slid against one another, their breasts brushing together. Marie’s hot mouth latched onto the side of her neck and sucked, providing a counterpoint to the nearly overwhelming depth that Marie’s cock reached. Each little push ground the swollen cock against her cervix, grating against her nerves and sending fireworks careening through her lower body. But even with all of it, she couldn’t find the release that would satisfy the Omega in her. She needed Marie to release inside of her. Without her lover’s thick cum pouring into her, Penny would ride the torturous edge of unsatisfying ecstasy forever or pass out, whichever came first.

Marie shuddered mightily above her, gave a strangled moan, and then Penny felt the knot lodged inside her swell impossibly further for a moment. The swell raced down the end of her lover’s cock, before a balmy, creamy heat filled her pussy. Her answering orgasm seemed constant and unending: a stream of pleasure that waxed and waned with the bucking pulses of Marie’s cock. Her inner walls contracted in rolling shudders, tugging at the ridges of Marie’s cock in hopes of coaxing out more cum. She let out a long, full-throated groan, and her frenzied grip on Marie’s back lessened somewhat. Everything felt right-- so long as Marie was cumming inside her. The stranglehold of her stinging, aching heat finally broke. Even as her head cleared a little, she wouldn't have even entertained the idea of separating with her Alpha, if it were possible. She leaned her head up, damp hair sticking to her scalp and the back of her neck, and put her lips to the pulse point on the side of Marie’s throat. 

Tears continued to stream down her cheeks, but now they were tears of relief. She suckled against the tender skin, taking comfort in the scent and taste of the Alpha above her. She couldn’t silence the constant stream of muffled whimpers and groans that still escaped from her. Marie’s hips had stilled, but the Alpha’s knot was still throbbing, and warm bursts of seed continued to fill her. She already felt so full, but her overtaxed muscles still squeezed and fluttered around the thick shaft inside her. A shudder passed through her when she realized that her belly had taken on a subtle swell, and pressed gently against her Alpha’s taut abdomen.

Finally, she let her head fall away, too tired to bother with or care about the strings of saliva that briefly connected her lips and tongue to Marie’s dusky skin, and panted shallowly, drifting into a dreamless sleep as the Alpha purred and groaned against her. Her last sensation before being swallowed entirely was another soft pulse, and another keenly felt stream of heated cum that splashed inside her.

**Notes for the Chapter:**

> Well...I certainly hope everyone enjoyed reading that, as much as I enjoyed writing it! Look for more smut in the future. Love to hear comments about what you think, and what you'd like to see down below.


	4. Bright Blue

**Summary for the Chapter:**

> Hi everyone! Back with more smut. The next chapter will be more fluff, and the chapter after that...likely more smut. What can I say? I know what I like. Special thanks to AuroraHart for editing these chapters for me. Y'all should thank her too.

Marie awoke first, to the muted sounds of birds chirping. She hadn’t moved after her orgasm had finally finished last night, and had fallen asleep soon after Penny, still firmly knotted atop her best friend. Quiet surprise passed through her, as she realized that hours later, she was still inside the smaller girl. Her knot clearly had gone down sometime in the wee small hours of the morning, but neither of them had been awake for it, and had been dead to the world since. Penny felt warm and comfortable around her--still tight, but not suffocatingly so. Her cock pulsed weakly with her heartbeat, and with a brief spike of arousal she realized that even after her knot had dissipated during the night, Marie had been steadily leaking into Penny’s vagina the rest of the night and into the morning. 

She raised her head and gently pushed herself up on her arms a little. She winced and sighed softly. Marie’s back and arms ached from holding Penny flush against her hips, and her legs tingled as she shifted to let blood flow a little more smoothly again. At the time, it had made the most primal sense to keep Penny as close as she could: It kept Marie buried deep inside her partner. Now her muscles were making her pay for it.

Below her, Penny was still sound asleep. Her hair was unkempt and askew, spread about the pillow like a misshapen golden halo. The smaller woman seemed peaceful, after the intense ordeal of the night before. Her skin had even regained some of its’ more normal pale peach tone. Even so, there were clear signs of the night before. A small fading hickey, like splashed ink, graced the graceful curve of skin where neck met shoulder. Marie’s eyes wandered further, and were able to spot other small signs: puffy, tender nipples that looked sore from sucking, small half moon imprints on Penny’s hips where Marie had held the Omega in place, and the slightest hint of a curve of the woman’s belly. 

Marie bit her lower lip. As good as it felt to be inside her sleeping lover, she should let the poor girl rest. She slowly inhaled, and then with deliberate care, began to pull her hips back and withdraw. 

Even in slow motion, the warm, smooth walls felt amazing gliding against the hard length of her shaft. Marie had only just managed a full inch when she felt Penny’s pussy contract and squeeze down around her cock for a brief moment. Her mouth dropped open in a silent ‘o’ for a moment, and her eyelids fluttered at the sudden and unexpected burst of pleasure, and her hips stalled their movement. Maire’s conscience warred with her basic instincts, and for a second, won out. The Alpha slowly resumed her gentle tug back, when her lover’s inner walls rippled and contracted down around the swollen cock again. This time, Marie couldn’t stop herself from quietly whimpering, and reflexively pushed her hips forward.

The meager distance she had gained pulling out vanished in a heartbeat. Welcome sighs from both slumbering Omega and hesitant Alpha filled the room as Marie’s cock firmly slid back in, fully seated. Marie couldn’t resist the soft moan that escaped her. Penny felt too good around her, and fighting her instincts was difficult. Her wall of will crumbled further as she gave in to the temptation. Her back flexed a little more and the aching tip of her cock gently met up with the spongy but firm ring of Penny’s cervix. The tension she carried from the night before melted away as soon as she registered the sensation, and she relaxed a little. Marie’s eyelids drooped to halfway, and she gently bit the corner of her plush bottom lip. Her hips began to sway back and forth in little circles, rubbing the swollen head against the little barrier. It felt so good, that Marie couldn’t bring herself to stop, even as her cheeks bloomed with color at the intense intimacy of the act.

Penny’s inner walls began to rhythmically contract and squeeze against Marie’s cock as the Alpha continued her intimate exploration, and after a few more gentle pushes, Marie could feel the Omega below her stir, and rise from the depths of sleep. A confused moan escaped Penny’s throat as her eyes opened as she gazed up at the Alpha above her. 

Her eyes were glazed over a little, still groggy from sleep, and clouded with confusion at the deep, pleasurable sensations inside her. The plump, full lips fell open and Penny’s back arched of its’ own accord as Marie’s hips kept rolling in gentle little circles.

“Wh-what--Oh...oh god..” Penny moaned as her arms came up to loop around the back of Marie’s neck and cling for life as her inner walls clamped down on Marie’s cock in continuous waves. She made a soft grunt, jerked, and then her head fell back against the pillow again, mouth open in a silent cry. Her nails dug into the back of Marie’s neck, and Penny rode out the orgasm that greeted her only moments after waking.

Even as she came back down, she could feel Marie’s gentle rocking slowly increasing in tempo and desire. “When--when--did this start?” She gasped breathlessly. “Ho-holy fuck, Marie..Have--have you been fucking me all night and morning long?” Her tone was incredulous. She had fallen asleep to Marie cumming inside her, and it seemed as if the Alpha had hardly stopped.

Marie, half giggled, half groaned as the base of her cock began to pound. “No…” She responded with a little grunt of her own. The svelte muscles of her forearms and biceps bunched and strained as she held herself upright. “Just..just woke up still inside you this morning…Should..should have pulled out..but..” She murmured, her voice high and strained as she worked herself closer to release. 

“Just.. just felt so good!” Marie moaned as her hips rutted upward, adding pressure against the little ring. Below her, Penny wailed and her legs lifted to encircle Marie’s waist, ankles crossing over the rise of her butt.

Penny’s response was a little keening whimper, and her fingers dug into Marie’s back again for a brief moment. 

“Don’t stop.” Penny gasped, sounding desperate for air. Her full breasts heaved as she felt her muscles rhythmically clench down on the solid shaft inside her. She pulled a hand away from Marie’s back to cup the alpha’s cheek. The skin was damp but hot, like everything else, and she could feel the play of Marie’s jaw muscles under her palm.

“I….I should be pissed..” Penny started, then swallowed thickly, as she rode out a momentary crest of pleasure. 

“But..I need you to knot me.. Again.” Penny admitted. She lifted her head and stared up at Marie intently, panting open mouthed as Marie’s tip pressed against a place so deep, she never thought she could feel it. Marie’s gaze flicked down to take in the intense expression, and Penny nearly leaned back and submitted outright when she felt a corresponding throb from her lover’s cock and the beginnings of a stretch began burn through her senses just inside her labia.

Marie gave a few jerky nods as she processed Penny’s plea, and gave in to the pounding heat and pressure that had accumulated at the base of her cock. She loosed a low howl as Penny’s inner walls steadily grew tighter around the base of her cock. The prickling sting of her knot swelling inside Penny was met with refreshing tightness and pressure as the Omega’s walls tightened and massaged the slowly growing bulb.

Penny leaned up as Marie bent down and their lips met in the middle, in passionate, sloppy kiss. Muffled whimpers and moans flowed back and forth as their tongues twisted around each other.

Kisses slowed as the need for air, but neither parted far, panting against swollen lips.

“Oh god..” Penny gasped, her voice barely more than a needy whisper. “ Oh, fuck..fuck, you’re knotting…”

Last night, Marie had needed to slowly push the knot inside her. Now, Penny could feel it slowly grow every centimeter in diameter. Her inner walls trembled and clutched at the knot, trying, and deliciously failing to prevent its’ expanse. A great shudder passed through her, and Penny released a shaky, needy moan against Marie’s lips as the tie completed. Being so full of cock and knot was nearly unbearable, the tide of sensations so pleasurable and acute as to be nearly painful.

Marie moaned her own assessment of the situation, as her knot finally filled out. Penny’s inner walls tightly cupped it, pulsing against the taut bulb. They were tied now. She leaned down to kiss Penny breathlessly, and resumed her tiny rolling thrusts. The swollen head of her cock gently massaged and pressed against the barrier to the Omega’s womb, before slipping suddenly into place, the very tip snugly pressed against the little ring of muscle, threatening a deeper entrance.

Both of them cried out in pleasurable surprise and Marie heard words she never thought she would pour from Penny’s mouth, a plush set of lips brushing feverishly against her own.

“F-Fuck! Fuck, M-Marie! C-Cum in me!” Penny’s fingers tightened around her back and the Omega keened as her hips bucked upwards, pressing her cervix tighter against Marie’s cock. “Breed me!”

The last command sent fire down her back, and Marie threw her head back. She gave in, and something between a groan and a roar escaped her. Her knot swelled again briefly, and then liquid fire raced down the length of her cock to splash into Penny’s womb. Below her, the Omega wailed in pleasure and lifted her head to pepper the alpha’s taut throat with kisses, muffling the string of moans and cries that poured from Penny. Her lover’s inner walls contracted and spasmed around the length of her cock pulling out more long, heated bursts. Marie’s limbs trembled as she struggled to hold herself up, the desire to be close to her Omega nearly overpowering. She slipped her arms underneath Penny’s shoulders and cradled the smaller, orgasming woman against her, breasts pressed firmly together.

Penny’s body seemed to bow and curl around her Alpha, and she gripped Marie’s back like a life raft. Their furious kissing broke apart, and Penny sagged in Marie’s arms, wracked with full body shudders and quietly whimpering each time Marie’s knot swelled a moment and more cum painted the inner walls of her womb.

Their shared release echoed back and forth for several minutes, the room silent but for the occasional soft moan or whine. Marie couldn’t entirely settle her hips, and with each pulse, they pushed forward the tiniest bit, greedily seeking depth.

Eventually, the orgasms tapered off, and the pair were left gasping and panting, still tied but no longer drowning in pleasure.

“Holy fuck.” Penny muttered, her eyes fluttering open to gaze upward at her Alpha. Her cheeks glowed with color and twin blue pools stared up at Marie with amazement. “You..you’re so deep! I..I swear...you..you were going to…” Her already flushed cheeks bloomed a darker shade, “Push deeper.”

Marie ‘s gaze fell to match Penny’s bright blue pools, and her she felt her own cheeks blossom with more heat than before. She gave a cocksure smile. “Without asking?” She teased back. Marie bit her bottom lower lip, in playful hunger. “Seems awfully rude, doesn't it?” She warmly teased.

Penny rolled her eyes, and a dry laugh escaped her. Talking about manners while in such a compromised position seemed so woefully late as to be funny. Marie’s laugh mingled with the Omega’s and soon both of them were laughing wholeheartedly, clutching to each other, happy tears pricking at the corner of tightly closed eyelids.

The Alpha untangled a hand from behind Penny’s back to clean her cheeks of tears, and then did the same for her own. The gentle gesture prompted Penny to gaze back up at the dark alpha above her and felt a sensation of rightness come over her. 

The woman above her had never shown her anything but absolute respect, and giving herself to Marie had felt so natural she had scarcely even thought about the decision. More tenderly than before, she slowly pushed herself upward to kiss Marie. This was different, though. Not full of hunger or raw desire, the kiss felt tender, slow and gentle, like the kind a person might share with a mate.

As the kiss gently parted Penny simply favored the Alpha with a soft smile as she laid back down, reveling in the shocked awe mixed with dawning affection that was written over the Alpha’s face.

“You feel right.” Penny whispered, as Marie settled down against her. “I..I hope you don’t mind..I just...I’m glad it was you.”

Marie solemnly shook her head against the crook of Penny’s neck. “Not at all.” she murmured back. Her head dipped to steal a fleeting kiss of her own. “I’m...I’m glad too.”

Seconds of silence stretched between them, broken only by heartbeats shared in the lazy quiet of mid morning. Marie floated in the comfortable embrace, idly counting and then re-counting heartbeats when she lost track.

Penny was dozing with her nose nestled in the crook of Marie’s neck, gently inhaling the Alpha’s comforting scent. Marie had taken to idly pressing kisses every now and then to Penny’s temple, unable to resist showering affection on the Omega that felt so tightly anchored and sealed around her knot.

Marie let herself focus on the sensation, enjoying the tight sheath of Penny’s sex around her still-swollen cock. A gentle pulse went out along the shaft, and Marie shivered as she felt her knot twitch. Below her, Penny stirred and stretched her arms and legs as much as she was able while still beneath the Alpha. The light straining of muscles made the Omega’s inner walls squeeze down on the cock inside her, and both of them moaned in surprise.

Penny gazed up at Marie from beneath her, cheeks flush with bashfulness and affection. “Sorry,” she giggled.

The Omega licked her lips as her hands returned to gently caress Marie’s smooth, flawless back. “Was getting a little c-cramped, you k-know?”

Penny’s words broke as she felt light contractions begin to press her inner walls against the thick member. Marie’s arms instinctively tightened around Penny’s back for a moment before easing.

Blush coated Marie’s cheeks as well, and the Alpha leaned down to favor her lover with a tender, lingering kiss. A shiver ran down Marie’s back as she felt lithe fingers rake her scalp gently. Penny’s fingers parted and mussed her hair as they kissed. The sensation was so new and comforting, a low purr rumbled up Marie’s throat, and seemed to calm both of them.

She broke the kiss to lean up into the gently scratching fingers and sighed, contentment written on her face. Penny smiled warmly, watching the clear enjoyment her partner took, and giggled when Marie arched up and leaned into the caress.

Being knotted had always struck Penny as the ultimate in literal submission for an Omega. It was something that in the past had made her face burn with vague embarrassment. But now, Marie’s knot--Penny’s blush deepened just thinking about it--was firmly swollen and embedded in her, and it meant that Penny had no choice but to accept the release the Alpha had poured into her. But in this moment, on a lazy saturday morning as they lounged in bed, Penny felt nothing but contentment. 

As satisfied as she was in the moment, Penny couldn’t resist the sight before her. With Marie arched up into her palm, the Alpha’s generous bust was put on display for her in the morning light. She leaned up to plant lingering kisses along the smooth swells and brushed her cheeks against the soft skin, before taking one of the pert nipples between her lips. Marie gasped and gazed down at her through heavily lidded eyes for a moment, before letting them close again, and basked in the feeling of full lips and wet tongue against the hardened bud. The Alpha lazily rolled her hips against Penny’s, slowly rubbing the tip against the little barrier to her lover’s womb.

The subtle sensation was enough to tip the already stimulated Alpha gently over the edge and with a quiet sigh, Marie’s knot gradually regained its full swell and then twitched. Relief, rather than ecstasy, raced up the length of her cock, and poured into Penny in thick, heated virile streams.

Penny was caught off guard by the alpha’s quiet orgasm, but it didn’t alarm her. It was common for multiple orgasms to occur between a mating pair, especially during heat. 

Instead of bracing or tensing, Penny seemed to relax in advance of the streams of liquid heat that jetted against her insides. But she couldn’t stop the instinctual rhythmic clenching of her walls around the heavy, spurting shaft. She moaned as warm ropes of liquid splashed against her cervix and washed back against her inner walls. Her limbs quivered at the quiet intensity of the moment, and Penny reached her own peak seconds later when the pressure shifted inside her and the Alpha’s cum swept into her womb to join the rest she already carried. It eddied and curled against the walls, making the swell of her belly press firmly against Marie’s clenching abdominals.

She let Marie’s nipple fall from her mouth with an audible pop, and threw her head back against the bedding to moan freely. Both last night and earlier this morning her orgasms had snuck up on her or had been too intense to feel Marie orgasm distinctly. Now it was just mild enough that she could enjoy the way Marie’s cock would stretch her walls and swell for a moment, before more hot liquid would be pushed into her, forcing her womb to make room where there seemingly was none. Her eyes drifted half shut and she absently curled and scratched her fingers through Marie’s chestnut hair as the streams rolled into her.

When the orgasmic sensations finally tapered off, Marie slowly lowered herself back down atop her lover, panting slightly. She could feel Penny’s slightly swollen belly pressed against her. Emotion bloomed in her chest--pride at the Omega’s ability to hold it all, and affection for her willingness to take it. Her hands moved down to press against the warm, rosy skin, and gently cares it in circles. She felt Penny’s soft sigh against her turned cheek as Marie’s hands soothed and cradled the warm swell.

They stayed that way for a short while longer, until Marie finally felt her knot begin to shrink. Cum began to trickle out from behind the bulb, to stream down Penny’s rear and pool against the bedding. It wasn’t a sensation that either of them enjoyed, and by mutual agreement, Marie slowly pulled free of the Omega’s pussy with a wet squelch. As the Alpha leaned up to sit on her calves, she had to admire the mess they’d made. 

Her cock was still coated in mixed juices, knot barely more than a bump now. The mess between Penny’s thighs was a truly arousing sight though. The Omega’s peach thighs were splayed open and her lips were spread. Thick cum drooled from the slit, constantly bathing the Penny’s labia running away down her rear in milky streams, before staining the bedsheets in an ever-growing puddle.

“Fuck,” Marie breathed, her blush returning as she took in the sight. Penny lifted her head and began to sit upright before groaning and slapping a hand down to cover her worked over sex.

“Oh my god, Marie,” she giggled with disbelief. “You hiding a gallon tank somewhere?” She teased. She blushed upon noticing Marie’s own lust-tinged shock, and licked her lips.

“Well, at least we know you like me.”

“Hmm?”

Marie’s response was distant as she openly stared. Her softening cock gave a weak twitch at the incredible sight. She had filled Penny with that cum. Her! The realization was almost dizzying, and it should have been more worrisome given the scenario, but Marie couldn’t help the faint tinge of arousal that reached her mind. Wait. Hadn’t Penny said something?

Penny watched as the words finally registered with the Alpha, and Marie’s eyes widened and snapped up to met her lover’s bemused and affectionate gaze.

“Oh! Oh, yes, I suppose it does.” Marie shyly responded, as a blush blossomed across her cheeks. She carefully climbed off the bed, wincing at the ache that lanced up her limbs. She didn’t bother to clothe herself--it seemed like far too much work when they would arguably be tearing them off hours later, and they both needed a good cleaning anyway.

Penny silently admired as Marie’s toned and tanned body gracefully moved off her bed. She wasn’t sure she could manage such an exit--she could hardly feel her legs.

She gazed up at her Alpha friend, and with a sheepish smile asked, “Um..Little help to the bathroom? I’m not sure I can quite make it on my own.”

**Notes for the Chapter:**

> I hope you enjoyed!


	5. Lagrange Point

**Summary for the Chapter:**

> A little light warmth and fun. Some establishment of character, and setting of stakes, before diving back in.

By the time the pair finally made it downstairs in fresh and easy fitting sleep-clothes, it was already past noon. Penny’s belly was mostly smooth again, after she had spent a mortifying forty-five minutes on the toilet letting the excess drain. It had been the low point of an otherwise extremely pleasurable day, but she had gotten the chance to good-naturedly tease Marie about the sheer volume the Alpha produced.

 

For her part, Marie proved to be the perfect heat-partner, airing out the bedroom and changing out the sheets and throwing the previous night’s into the wash while Penny had been busy. She did not ask how much detergent Marie used. She suspected she would have been rightly horrified to find out.

 

They were still figuring each other out, and how much they let themselves be guided by the stereotypical natures of their dynamics. Penny had offered that they showered together, and Marie had effortlessly agreed, and turned her attention to getting it ready for both of them. It turned out to be a pleasant and relaxing few minutes, as they gently washed each other. Penny had wondered if they would have had sex again, but after last night and this morning, it seemed like their libidos were sated for the moment. Penny had no doubt that the calm wouldn’t last all that long. She still felt the buzz of desire in the back of her mind that told her that this was far from over.

 

After showering they had made the decision to change into fresh sleep clothes--or at least for Penny--Marie had changed into just her sweatpants and sweater that she had worn over last night, and thrown her and Penny’s undergarments in the wash. She had no clean underwear to speak of, and so went bare underneath. Given the state of things, it seemed like more of a positive than negative.

 

The small house was deserted, save for the pair and Marie set about making omelets for the both of them. She took her time doing so, content that Penny would let her work. She made her way to the small island and bar in the middle of the compact kitchen. Penny settled across from Marie’s station, presumably to wait for breakfast. The woman’s beautiful face was scrunched up in what was clearly deep thought, staring off into space. Marie’s darker, full lips pulled up into a wry smile as she flipped an omelette on the skillet.

 

“ ‘Penny’ for your thoughts?” She asked, employing her favorite pun.

 

Penny rolled her eyes at her but decided to entertain the Alpha’s curiosity.

 

“A few things.” She vaguely answered, before taking a breath to elaborate over the sound of cooking omelettes.

 

“Now is as good a time as any to talk about, well, everything--and us. We-we’re pretty young, right? And I--I don’t think either of us are interested in having a litter yet, right?”

 

She looked to Marie for confirmation, and to her credit, the Alpha’s response was a fairly clear headed one.

 

“Not yet, no. This isn’t something either of us exactly planned,” Marie said, though the beginnings of a smile were clear enough on the Alpha’s lips.

 

“I mean it’s not like we’re mated, yet.”

 

The words were lightly spoken but their weight was immediately felt. Both of them blushed and gazed at each other, lost in each other’s eyes for a full minute before the smell of burning egg reached Marie’s nose. She swore lightly and scooped the omelettes off the pan and onto two matching plates. She made her way around the counter to sit next to Penny, and set a plate before her. 

 

She responded to Penny’s assertion after a few moments of eating. She turned to look at the smaller Omega seated to her right. “No, no we’re not. Though I don’t think either of us can deny how perfect it’s felt.”

 

Marie might have taken Penny’s solemn nod a tad bit more seriously if the woman hadn’t been shovelling food down at an alarming rate. Eventually the ravenous Omega came up for air after washing down her breakfast with a swig of Orange juice, and wiping her mouth clean with a napkin.

 

“Even so…” Penny murmured, and her eyes flitted to a tea cabinet over Marie’s shoulder, on the other side of kitchen. The tall Alpha twisted to follow her friend’s eyeline with curiosity.

 

Penny rose up from her seat and made her way over to the decorative wooden box that sat on the counter. As she spoke, Penny opened the box to reach inside another compartment and pull out some fancy tea bags.

 

“This heat has caught me a little off guard. I’m not used to them being this intense, or experiencing them with an Alpha.”

 

She turned to approach Marie, and set the bag down on the small island between them. 

 

“I might not be a...fan of all things Omega…” Penny’s words were carefully deliberate, “But it’s important that I--that we--do this right.”

 

Marie looked down at the bag that Penny had set down, and the words styled across the front. Kajihana, it read across the top. Below, in a smaller, more plain font, The Omega’s Tea.

 

She looked up at Penny, a “I never would have figured you for the traditional type, Penz.” She remarked.

 

Penny smirked at the Alpha, as she filled the house teapot with water and set it atop the burners that Marie’s skillet had previously occupied. 

 

“It’s a little more risky than suppressants I guess, but I’d rather it than those god-awful pills, you know?” She shrugged.

 

Introspective silence stretched between them for a short while. Penny stared at the teapot for a few moments, then ducked her head and tucked a stray loose lock of blonde hair behind and ear. Her voice got soft and quiet and wistful.

 

“My dad used this stuff when my parents were younger.” She murmured. “And after we were born, too. I remember seeing it around the house.” 

 

She looked up at Marie and shared a warm smile with her, “I can still picture the face he’d make when he’d take a sip.” She giggled.

 

Marie found Penny’s shy expression immediately heartwarming, and couldn’t resist returning the smile. 

 

“Did he like it?” She asked, curious.

 

The kettle began to whistle and Penny hastily shut off the burner. She shook her head as she tore open the little paper baggie and set the teabag at the bottom of a mug.

 

“I’m fairly certain he hated it.” She laughed. “Said it was an acquired taste.” 

 

Penny poured the steaming water into the mug and leaned over to inhale the curls of vapor that rose from the mug. Her eyes snapped open and she leaned back, blinking a few times. 

 

Marie chuckled good naturedly, honestly unable to take her eyes away from her best friend. “That bad, huh?” She teased.

 

Penny scrunched up her nose and stuck out her tongue at the Alpha playfully, and set the kettle back on the stove. She turned the burner off with a satisfying click and the warbling from the kettle died off again.

 

“Very funny. If you must know, just a little too strong.” She replied. Her expression turned mischievous, and before Marie could respond, she smoothly added, “But then, given what it’s up against, I suppose it has to be.” She waggled her brows suggestively at Marie and smiled before reaching down to lift the mug to her lips to take a sip.

 

Marie scoffed lightly at the back-handed compliment and her cheeks took on the faintest touch of color, as she watched Penny take her first sip. She seemed the picture of classical society, but Marie could pinpoint the very moment the tea reached Penny’s taste buds. The Omega’s head jerked back comically and she coughed a few times. Marie rose from her spot and moved around to pat Penny’s back lightly.

 

“You okay?” She asked, her voice laced with light concern.

 

Penny recovered after a few moments and nodded her head. 

 

“Yeah.” She croaked, then cleared her throat a few times. She looked up at Marie and smiled up at her through teary eyes. 

 

“Sorry.” She murmured, as her voice returned. “The tea is just a little bit more, um, bitter than I imagined it would be.”

 

Maire looked down at her in concern. “Well, I’m not going to force you to drink it.”

 

Penny defiantly shook her head. “We don’t have a lot of options, neither of us is ready for pups, and I don’t think either of us will be able to deny each other after last night and this morning.” 

 

Penny lifted the mug to her lips, and with her gaze on the taller Alpha, she murmured, “Not after how good it felt,” and drank down the rest of the bitter drink in several hasty gulps.

 

They both blushed, though Penny’s was partially obscured by her mug. In the relative silence of Penny downing her tea, Marie’s gaze was drawn to the sight of Penny’s throat working as she swallowed. The sight was suddenly intensely erotic for her and she felt her cock pulse in distant arousal against her thigh. She felt her cheeks warm a little and she averted her gaze, desperate to come up with something else to think about. 

 

Desperate to keep the images that threatened to fill her mind at bay, she blurted out the first question that came to mind.

 

“Do you want to do an activity?”

 

She cringed immediately, and Penny’s reaction certainly served to hammer the silliness of the request home. The Omega set the mug down, and let as single perfect brow rise up and a smirk to take shape on those perfect lips.

 

“An activity?” She asked, her tone a touch amused. The smirk broke into a full smile as she took in Marie’s embarrassed, yet adorable look. She ogled the mug and the kettle for a moment, before, stepping around the counter and into Marie’s space.

 

“What are we, twelve?” Penny teased, giggling softly. Marie felt a jolt of soft affection race through her at the way the bridge of Penny’s nose wrinkled and her lips curled upward in amusement.

 

“What sort of ‘activity’ did you have in mind, hmm?” Penny asked, her voice rising in playful suggestiveness. She couldn’t help the way her heat brought out her more provocative nature, even if she was working to keep things relaxed.

 

She blushed and coughed to her cover her embarrassment. Penny thought that Marie might actually call her on the blatant teasing, but the Alpha surprised her by taking the question seriously.

 

Marie moved past the clear innuendo and focused her energy on legitimately finding something for the pair to do that didn’t automatically lead to mating, and jumped to the first idea that came to mind.

 

“Well, there’s always more movies..” She started. “What’s next on the list?”

 

“Ghostbusters, but I’m not sure if I’m in the mood for that.” Penny responded.

 

Marie feigned shock and insult. “What? It’s the best for any mood! You could show it at a funeral and it would be more, not less appealing.”

 

Penny snorted and laughed, as she leaned over the mug set on the island between them. She lightly slapped Penny’s warm, firm shoulder. 

 

“That’s terrible!” She admonished, though her words carried no real venom.

 

Marie’s toothy grin meant she was enjoying the banter just as much. “What?” She defended. “I’m totally right--In fact, when we’re old and gray with our own pack, feel free to play it at mine, okay?”

 

Penny gasped partial surprise and amusement. “Oh my god, no!” She couldn’t stop the giggles that bubbled up at the darkly funny idea. “What would all those awkward family friends think? You know, the ones that come from out of town, that you can’t always remember?..”

 

Penny shook her head in mock exasperation. “Do you know hard a time I would have? No one would get it, and I’d have to explain the whole joke to them!”

 

Penny’s giggles were infectious, and Marie broke out into gales of laughter at the idea. She could just imagine Old Crone Penny trying to explain to a bunch of strangers why her wife and Alpha had requested a showing of an old comedy movie at a funeral.

 

Penny’s giggles turned into full laughter as well, and before long both of them were doubled over, feeding off the warmth and laughter from the other.

 

Finally the mirth subsided, and Penny gave Marie a watery smile, as she wiped the tears from the corners of her eyes. “Okay, you’ve convinced me.” She gently conceded. “I’m in the mood for Ghostbusters now.”

**Notes for the Chapter:**

> Short and sweet. But important to flesh out the characters. And now, to quote from my favorite Sci-Fi series... "This is where the fun begins!"


	6. Perihelion

**Summary for the Chapter:**

> Intense fluff, intense smut. Also, Ghostbusters spoilers. Such a dirty, dirty film. Like, jeeze.

Back upstairs, Penny and Marie had taken up the same sitting arrangement from the previous night, with Marie against the bed frame and Penny in front of her. Before Penny’s heat had started, they usually gently cuddled while watching movies. Now however, in unspoken agreement, Penny had curled up into Marie with hardly an inch between them, and Marie’s arms had instinctively encircled the omega’s waist.

  


Ghostbusters turned out to be both a fantastic, and terrible choice for viewing during Penny’s heat. The characters, sounds, and music were all instantly nostalgic, and filled Penny with a remembered happiness from years past. But the story and jokes...They had both forgotten the amount of sexual humor in the first ghostbusters. Penny suddenly felt hyper aware of the warm length nestled against her rear slowly taking on definition during the Ray’s dream sequence. Venkman’s constant courting of Dana had felt awfully close to a traditional Alpha pursuing an omega, something she had been keen to avoid thinking about. They had both giggled at the euphemistic names for the ghosts that possessed Dana and Louis: Keymaster and Gatekeeper. But by the time the credits rolled, Penny could feel the buzz of arousal that heralded the full return of her heat fill her body and mind. 

  


As Marie leaned forward to pick up the remote, Penny couldn’t resist pushing back into her, subtly grinding her rear against Marie’s already straining member. 

  


Marie noticeably paused a moment, absorbing the sensation, before finally retrieving the remote. She pressed a button and in an instant, they were plunged into the dusk of an early evening. Not quite dark yet, the dim light cast pale oranges and golds along the ceiling, and long shadows against the wall.

  


Where there was sound and music, now an intense silence overcame them, punctuated by the sound of soft breathing. Suddenly there were no distractions to keep them from focusing on each other. Marie set the remote down, and slowly leaned back against the headboard. She let her hands come to rest on Penny’s waist gently, but with more confidence than before, finger curling into the soft skin with a sure grip. She gave a gentle, suggestive tug against Penny’s hips, willing her to recline against Alpha’s front. The omega responded with a soft sigh, her cheeks warming slightly at the easy commanding tug, and her immediate willingness to acquiesce. She settled into Marie’s soft and warm chest, and felt instantly at home in the circle of the Alpha’s arms.

  


A comfortable silence stretched between them for a few moments. In the deafening stillness, Penny could feel a drop of sweat bead and run down the front of her neck, only to pool in the dip of her collarbone. Her heat was returning in full force and neither of them, she guessed, would be able to deny its effect for long.

  


Marie cleared her throat behind the omega, and the vibrations against Penny’s back made her eyes flutter. 

  


“Was it as good as you remember?” She asked softly. 

  


Penny licked her lips and swallowed, trying to wet her dry mouth.

  


“Yeah,” she croaked, then cleared her throat. “I, uh, didn’t realize just how much, uhm, sexual humor was in it.” Penny gave a weak, nervous chuckle. 

  


Marie responded with a small, nervous laugh of her own. The sound actually soothed Penny’s nerves a little. Last time had been instinctual, both of them barely coherent and in the thrall of their shared desires. Penny hadn’t been prepared for the force of her heat, and Marie, while blindsided by the change, had willingly done as her friend had asked. This felt like it would be a little different.

  


Knowing that at least on some level, Marie was as nervous as Penny was about what seemed like an impending and almost inevitable bout of intensely intimate sex was comforting in a small way. Marie’s gentle but firm hold of her hips, while arousing also seemed to be supporting her very spirit, and she took comfort in the solid contact.

  


“That surprised me too.” Marie said. “I remember seeing the movie as a kid, and never getting those.” She snorted softly, and added, “Those nicknames went right over my head. I never would have guessed the double entendre in Keymaster and Gatekeeper.” She shook her head.

  


“That bit with the ghost dream? I never remembered a blowjob joke in Ghostbusters, but there it was.” 

  


Penny twisted in Marie’s hands too look up at the darker girl, a conspiratorial grin on her full lips. Marie found it difficult not to be mesmerized by them when the omega spoke. “Right? With that shot of the camera on the belt and the zipper?!” She giggled and turned back to snuggle into Marie’s front again.

  


Marie shook her head. “I don’t think my parents would have let me watch it if they had remembered more of the movie. I guess they thought most of it would be over my head.”

  


Another stretch of silence passed between them. They passed the minutes letting their minds wander for a bit, both of them nervously anticipating the hours ahead. Marie let her hands gently play up and down Penny’s sides, absently stroking the omega’s skin through the cottony softness of her night shirt. The gesture was unthinking, Marie simply felt driven to touch the smaller girl where she could.

  


Penny responded with a quiet sigh, and reached down to lift the hem of her pajama top. Marie’s warm fingers slipped over the edge of the cloth, and Penny couldn’t suppress the tiny moan that escaped her as the Alpha’s hands came to rest on her belly. 

  


Penny’s abdominal muscles trembled under the long fingers and warm palms and Penny could feel herself start to get wet. Marie’s fingers caressed over the now-flat plane of Penny’s belly, and the taller girl cooed softly into the omega’s ear. It was enough to make Penny’s cheeks bloom with color and warmth.

  


“You looked so pretty this morning.” Marie murmured. Her lips brushed against Penny’s ear and as she spoke, heated breath cascaded against the smaller girl’s cheek.

  


“Y-yeah?” The words came out as a half sigh, a testament to Penny’s breathlessness. She had a fair guess as to what Marie was referring to, but played coy, if only to hear her lover shower her in explicit praise. “H-how so?” She asked. Her voice trembled, despite her attempt at a casual tone.

  


“Before you woke up, your hair was splayed out behind you, and looked at peace..” Marie murmured, as she let her fingers play over Penny’s trembling belly button, sometimes skirting lower to toy with the hem of her omega’s pajama bottoms.

Penny gave a shaky, nervous laugh. “You-you mean before you fucked me senseless?” She asked, her words shaded with a sarcasm and confidence she did not feel. Just thinking about their early morning made her cheeks burn hotter with the remembered sensations.

  


Marie’s wandering fingers were doing a number on Penny’s ability to think, but she had enough intellect to still give a flippant answer to her own question. “I-I bet after I looked like a-a real mess.”

  


Marie’s reply was immediate and full of smooth and soft tones. “I don’t know,” she cooed, a gentle smile on her lips. “Even swollen and full, you looked so beautiful...Maybe more so, even.” She said.

  


The bold statement made them both blush hard, but it had the desired effect on the omega. Penny gasped softly, and her hips ground down against Marie’s thick, covered shaft at the thought. She had to admit, she had loved that feeling of warm fullness that Marie could give her. Instead of the expected unpleasantness, it had instead felt so right and so perfect at the time. 

  


The gentle caress of long fingers over taut and trembling skin of her stomach felt divine, and Penny didn’t complain when she noticed that the hem of her shirt was being bunched further and further up.

  


The omega was so turned on, she almost felt uncomfortable in her own skin. The crotch of her bottoms had begun to soak from the increased wetness, and she found her hips squirming to lessen the irritation as the cloth between her legs rubbed against the swollen, sensitive folds of her sex. Her breasts also seemed to ache with an unusual fullness, her nipples had swollen stiff and lightly chafed against the fluffy cotton of her pajama top. On top of it all, a desire to have every inch of her body touched, caressed, and held burned through her veins. Her inner walls clenched and pulsed around nothing, and the sensation was so acute it bordered on painful.

  


Penny needed a distraction and relief, so she canted her head up and back and began to dot wet, open mouth kisses along the exposed skin of lover’s warm throat. The contact felt liberating. This time, she was letting Marie know, before things got too carried away, that she was okay with what was happening.

  


Her shirt shifted against her sore nipples again, and she decided she’d waited long enough. She brought her nimble hands to the row of buttons that lined the front of her shirt, and unbuttoned them all with a swiftness that would be later recalled with minor embarrassment, letting the rumpled shirt fall open and away, exposing her chest to the cool air. She cooed against Marie’s neck at the instant relief, but quickly found herself wanting more.

  


Marie shivered at the press of warm lips on her skin and silently tilted her neck a little to the side, exposing her pulse point to the omega. When Penny’s shirt fell open, exposing the gorgeous peach swells of her lover’s breasts, Marie let out a long sigh. She was unable to look away at the flawlessly smooth double mounds of smaller girl’s chest, and she was immediately drawn to touch them.

  


Her fingers ghosted up the sides of Penny’s ribs, and then forward, so that Penny’s boobs filled her palms. Her darker, slender fingers closed around them, feeling their warm weight against her hands.

  


The Alpha still couldn’t quite believe that Penny would let her touch the omega so intimately, that her friend had come to trust Marie with her body. Her palms slid over the full breasts, and Marie marveled at their softness, warmth and weight. She almost couldn't believe they were in her hands, and gently squeezed the soft, full globes, as though to make sure of her grip. 

  


Penny’s lips fell away from Marie’s throat, and she moaned freely into the air. Her back arched, pushing her chest firmly into Marie’s embrace, chasing after the sudden burst of pleasure from Marie’s hands. With her head tossed back and resting on Marie’s shoulder, the smooth, alabaster skin of Penny’s neck was exposed. Marie immediately bent to seek out the pulsing beat under the smooth skin, and with a little moan, began to suckle on it, hoping to leave a small mark. She resumed her gentle kneading of her lover’s breasts, taking her time to explore the swells and curves of each globe, determined to learn every inch.

  


Penny writhed a little in Marie’s embrace, enjoying the sensations filtering in. The gentle pressure of Marie’s lips and tongue at her neck sent hot shivers through her body, and whether advisable or not, part of her was hoping Marie would bite down. The warm hands over her breasts felt wonderful, the light squeezing and kneading gave some relief for the soreness, even as the sense of weight and fullness made her squirm. Penny took in shallow breathes as she reached behind to cup the back of Marie’s head with one hand, her other arm braced against Marie’s knee. She let her eyes fall shut and tried to relax in her Alpha’s embrace as the woman played with her body.

  


A warm tingling sensation was beginning to develop in her breasts, something wholly new for her. “Marie?” She gasped. “My-my boobs...they, they feel weird.” 

  


Marie’s ministrations slowed, and she lifted her head to peer down at the beautiful boobs in her hands. “Too much?” She softly asked, warm breath cascading over the shell of Penny’s ear.

  


Penny shivered for a moment, before shaking her head. “N-no, just very, very sensitive,” she paused a moment, and sighed as Marie resumed her gentle fondling of her chest. The tingling sensation returned, and Penny moaned. “More.” She finally murmured.

  


Marie obliged, and squeezed a little harder, biting her lower lip at the moan she elicited from the smaller woman in front of her and brought her fingers upward and together to pinch Marie’s swollen, puffy nipples.

  


Penny could hardly stand the stimulation Marie’s fingers supplied. It was an endless stream of exquisite pleasure, but never quite enough. She could drink in all that Marie could give her but her lust would never be quenched. She squirmed against Marie again and whined, arching and leaning back against Marie’s unwavering front. Penny’s inner walls spasmed and rippled, and the little omega cried out as a miniature orgasm briefly washed over her, leaving her panting and slack in Marie’s arms.

  


The Alpha slowed in her teasing and moved to simply cover Penny’s breasts with her palms, feeling the weight against her hands.

  


“My my,” she teased in Penny’s ear, “I knew the movie was good, but not that good.” Penny flinched as the devilish tongue brushed against the shell of her ear and tickled her. “Dick.” She murmured back, breathlessly chuckling.

  


Marie purred behind her in contentment and rolled her hips up against Penny’s rear, grinding the long shaft against her. Penny, despite herself, moaned at the teasing contact.

  


“Is that what you’re asking for?” Marie teased. Penny could feel Marie’s smile behind her, in the way her cheeks pressed against the back of her head. “Dick? Because I can certainly provide.”

  


Penny groaned, as much in arousal as in mild annoyance at her friend’s awful jokes. Still, she nodded and rocked forward, to try and raise herself onto all fours. Her limbs trembled, and she would have collapsed back onto Marie, were it not for the Alpha’s strong, guiding hands that steadied her and helped to lift her up. 

  


Penny felt the bed shift under her as Marie rose up onto her knees behind her, and her heart jumped into her throat for a moment. Her arms and legs felt almost like jelly, the anticipation and adrenaline made her as nervous as her first time.

  


Her scent must have changed to reflect her trepidation because she felt a warm palm on the small of her back, and Marie’s voice came from behind.

  


“Are you okay, Penz?” She asked. 

  


Penny paused for a moment before nodding her head. “Y-yes,” she stammered. The warm pressure on her back was comforting and reassuring but also sent pangs of need shooting down her back. She cleared her throat again clarified, “I don’t know what it is. Just uh-nervous.”

  


Penny turned back to look at the Alpha that gently leaned over her backside. The view that greeted her stole the words from her mouth. In the fading dim light of the sunset, Marie’s smooth, tan skin seemed to shine, while she cast stark shadows across the floor. Marie’s sweater had been disposed of at some point and so Penny was able to take in the Alpha’s majesty. Her eyes drifted up to take in the firm, full breasts and the dark, taut areola and nipples that capped them. Marie's expression was concerned when she met Penny’s gaze, but the omega could see the way her lover’s eyes glittered with barely restrained desire. Penny took in the Alpha’s body, skittering down each curve and flat plane, to take in the very prominent bulge that filled the front of Marie’s sweatpants.

  


The sight sent a bolt of arousal lancing through her, and she felt a burst of wetness that was sure to further ruin her bottoms. She licked her lips and reached back with one hand to gently tug at the top of the cottony nightwear, giving Marie a rather unsubtle cue. The Alpha responded immediately, biting the corner of her lip as she moved her hands to grip and gently peel away the quickly soddening layers.

  


Penny’s eyes fluttered closed and she let her head fall forward again. She shivered as the warm, damp material slowly peeled away, and her overheated skin was exposed to the relatively cooler air, sending tingles across her lower back and making her skin prick with goosebumps. Her heart began to race as she felt the hem be pulled lower and lower, and she let out a low groan split the air. She was so on edge, so hypersensitive to any touch that her breath caught for a moment when she felt Marie’s fingers lightly caress over the prickled flesh of her rear and then slip lower to ghost over her soaked lips and clit.

  


“You are so  _ so _ wet, Penny.” She heard Marie coo behind her. Another low groan filled the room, this time from the Alpha behind her, that dipped briefly into a growl that shook her insides. She gave a tiny yelp and her hips shifted for a moment when the warm pads of Marie’s fingers reversed direction, tapping her clit before caressing her lips. The hands vanished and the loss of contact made Penny keen for a moment, until she heard the unmistakeable sound of Marie sucking on her own digits. Penny was sure the wet pop she heard when the Alpha pulled the fingers free was intentionally loud enough for her to hear and tease her, but she hardly cared. The warm hands bracketed her hips, and another spike of need lanced through her and for a moment, a flash of frustration filled her. She wasn’t in the mood to be teased, dammit.

  


“Marie,” she whined, “didn’t your parents teach you that teasing is mean?”

  


Penny knew Marie was going to be considerate and careful and gentle, because that was who she was. And as much as Penny loved that about her Alpha, that sort of delicate handling was the opposite of what her omega wanted--and for once, Penny found herself agreeing. She could handle whatever Marie could give her, certain that the Alpha would always be watchful for any harm. She wiggled her hips playfully for a moment, and then felt Marie’s grip tighten and press down gently in a clear, unspoken signal to hold still. She keened again at the subtle show of dominance, and god help her, felt her walls faintly clench and another flow of wetness coat her inner thighs. A hand vanished from her hips again, but Penny could hear the rustling of fabric, feel the way the bed shifted as Marie moved, and the sigh of relief that came from behind her. The sensations only ratcheted up her excitement, and when she finally felt the warm, firm head of Marie’s cock press daintily against her pussy, Penny’s breath hitched. 

  


Marie felt like she had stepped out of reality, as though dreaming. Even after two days of already intense fucking, the sight of her slender, athletic friend bent over and presenting for her in the twilight gloom of the setting sun seemed otherworldly. But that sense of not-here-ness vanished when she felt the warm, soaked folds of Penny’s pussy just gently spread against the tip of her cock. She was here, this was happening, and they both wanted it. She gripped the shaft with one hand, Penny’s hip in the other and gently pushed. Penny responded with that breathy moan Marie liked so much, and the omega’s hips pushed back. 

  


Marie groaned as the heavy tip split the puffy lips with a deliciously lewd squelch. Marie’s hand went back to gripping her lover’s hip and held herself there, the both of them panting. Penny was tight. Incredibly tight. Bordering on painful, even. But so, so wet, that she wouldn’t have any trouble slowly pushing deeper. Even so, Marie didn’t want to risk hurting the woman she was already beginning to fall for. There would be time to give in to their wilder instincts once they had acclimated to each other.

  


“I’m going to push deeper, baby.” Marie’ murmured, as she splayed a hand down Penny’s belly to find the slippery bud of the omega’s clit. 

  


She brushed her fingers over it, and Penny shook and whimpered. Her inner walls clenched and relaxed, and Marie felt herself slide in a bit more. She could see and hear Penny begin to pant, shoulder blades flexing with each breath. 

  


“That’s it, Penz. You want more?” she coaxed. Penny shivered under her fingers but nodded.

  


“Yes. Oh god, yes. Please more.” Penny whispered. “I can take it. I swear. Just-just go slow. You-you feel like you could split me in two.” She gave a nervous laugh. Marie wasn’t sure if the omega was actually scared, but when she gave an experimental push, Penny’s body yielded to her, and the omega readily pushed back.

  


The Alpha licked her lips, and began the slow process of entering her needy partner. She rubbed slow circles around her lover’s clit, and slowly began to push. Penny’s inner walls fluttered, and the omega seemed to surrender into the bedding, moaning as Marie slid just a little deeper. She would stop when she felt Penny tense up again, then gently circle the little bundle of nerves again and push a little further. In this way, slowly but surely Marie pushed, grunted and groaned and slid her way deeper until she felt her cock bottom out, the tip of her cock rubbing up against the firm, warm little barrier of Penny’s cervix. She knew her lover felt it too, as Penny’s walls suddenly squeezed around her cock and the omega’s body seemed to flex and then stiffen. The high pitched wail of pleasure from her mate only added to Marie’s enjoyment.

  


Penny was nearly overwhelmed as the deep penetration seemed to set off sparkling waves of pleasure across her body. Her inner walls clamped down on Marie’s shaft and Penny’s arms trembled to hold herself up as a small but powerful orgasm wracked her core. And in that moment, Penny understood what people meant by “floating on cloud nine”.

  


“F-Fuck.” she said, followed by a whimper. “Fuck, just. Just one stroke and I’m already cumming.” She said, voice hoarse and throaty from use and arousal. She laughed incredulously, almost deliriously, until another contracting squeeze took her breath away.

Marie shifted her balance and the head of the Alpha’s cock rubbed up against that place so deep inside her that she saw stars. Penny dropped her head to the mattress, and whined as the movement changed Marie’s angle inside her. And yet, it wasn’t enough. She was well past stubbornly denying her omega’s instincts. She needed Marie’s knot and cum inside her or there would be no release from the grip of her desires.

  


“Move,” she begged, “please move. Not-not enough.” Her chest heaved with each gasping breath and her neatly manicured fingers tightly gripping the sheets. She felt Marie’s fingers tighten against her hips, and then her lover’s hips began to draw back.

  


The loss of depth was an exquisite and fleeting torture, because with it came movement, and it was only a heartbeat later that Marie’s cock sank back into Penny. Her lover’s pace was slow, steady and thorough at first, like some great piston working up to speed, and it drove Penny mad with want.

  


She couldn’t have stopped the moans that accompanied each satisfying push, and her toes kept curling whenever she felt Marie bottom out and then grind just a little.

  


One hand slid forward to brace herself while the other reached back to brush her fingers against Marie’s thigh, just to touch the woman who had become her world. Marie’s grip on her hips was unyielding, but Penny felt a hand move to entwine with her fingers. Despite the lust that swam in her veins, Penny’s heart swelled with affection for a beat at the simple gesture.

  


Marie slowly began to pick up her pace, but she could feel sweat gathering on the small of her back and shoulders as she fought the almost overpowering urge to rut wildly. Her soft grunts and moans mixed with Penny’s whimpers and occasional squeals to fill the room with a delightful symphony that only urged her onward. She kept their fingers tangled together but moved their hands to the Omega’s hips so she could keep a steady grip.

  


For a moment she revealed in the moment, feeling Penny tightly wrapped around her, and taking in the sight and sound of their lovemaking. But Marie couldn’t stop her hips from beginning to slap against Penny’s, as the arousal in her gut coiled and then flared. 

  


Penny’s moans of encouragement turned coarse and desperate as the pace of their rutting picked up.

  


“Fuck! Oh Fuck, yes!” Penny squealed, followed by a loud and enthusiastic moan.

  


“Oh shit, this is so much better, so much better. D-don’t stop, Marie, Do---ah! Don’t ever stop!”

  


“I won’t,” Marie responded, her voice just as full of need and desperation.

  


She punctuated the promise with an especially hard thrust, one that made her shout as their hips flattened against each other. Her tip ground down against the warm, firm little barrier, and her lover screamed as another set of rolling, clenching waves pressed against the sides of Marie’s cock. Marie panted noisily as she held herself deep inside her Omega as the smaller woman rolled through another orgasm, Marie’s hips subtly grinding forward, massaging and rubbing against Penny’s deepest places.

  


Penny’s limbs visibly shook, and the young woman let her top half collapse to the bedding, panting and exhausted. 

  


Her skin glistened like fire the last of the fading sunset, and Marie leaned down to run her finger along the flushed porcelain skin, feeling the omega shudder wordlessly under her touch.

  

**Notes for the Chapter:**

> Oh my god, I'm back. It's been forever. I've missed writing for you all. This past year has been full of ups and downs, but hopefully I don't wander away for quite so long next time. In anycase, hope you enjoyed the chapter. Much love and thanks to Aurora for her editing-fu.


	7. Descent

**Summary for the Chapter:**

> This is a chapter that has been a long time coming, and is probably one of the smuttiest, filthiest things I’ve ever written. Let me know what you think!

Penny keened softly. True to her word, Marie’s hips never completely stilled. She wasn’t outright thrusting anymore—maybe giving Penny a moment to breathe— but her hips continued to rock gently, keeping herself as deep as possible in the Omega’s pussy. 

The subtle pressure against Penny’s cervix kept her from slipping into an unsatisfied and fitful sleep, instead spiking her with with a sharp burst of pleasure each time Marie rocked forward. She could feel Marie’s warm hand caress the swell of her butt, and exhaled softly. 

“Mhn,” she softly cooed, unable to resist rocking lazily back against Marie’s gentle pushes. “This is nice. I couldn’t have asked for a better Heat partner.”

Marie’s hands glided over Penny’s smooth behind, then moved upward to caress the gentle sloping curve of her back. Little goosebumps broke out over Penny’s shoulders, and her eyes fluttered closed at the soft touches.

“I’m glad you let me stay. Anything to help my..” Penny heard the Alpha swallow nervously, “Best friend.” She finished shakily.

A curious bloom of emotions filled Penny’s chest. Fondness, disappointment, love, hope, and naked lust warred inside her. Marie had been her closest companion, yes, even a best friend. But the past couple of days had deepened that relationship into something she was sure she was ready to name just. She just smiled warmly up at her partner and deliberately clenched down on the thick cock that filler her pussy. It wasn’t a verbal acknowledgement per se, but it seemed to get her affection across when Marie grunted softly and gave a playful shove of her hips. The sudden jolt made Penny jump a little and yelp, followed by a moan as for a brief moment Marie filled and stretched her absolutely.

“Holy shit, Marie.” Penny murmured into the pillow with a breathy giggle. “I thought you were deep before, but I dunno.. you feel unending in this position.”

Marie’s low chuckle, laced with arousal, sent a lance of desire through Penny’s system when she replied.

“Gee, I wonder why?” Marie teased. “They don’t call it the breeding position for nothing, Penz.”

Penny whimpered at the notion, and her inner walls clenched eagerly around Marie again. “Normally—,” she moaned, “normally I’d feel like that’s demeaning to omegas.”

Marie’s brow furrowed in brief confusion, before she got the joke, and grinned. She moved her hands back to the Omega’s narrow waist and gripped lightly as she drew her cock out nearly halfway before she pushed back down to the hilt again. Marie did it again and again, working herself up slowly, filling the room with the soft slaps of skin on skin. Penny’s answering moans as Marie’s cock began to pound the Omega’s pussy made the Alpha grin victoriously.

“And now?” She teased.

Penny felt control slipping again, only much faster now. Everything felt so instinctually right this time. Marie’s powerful thrusts were hitting so deep, and just right, the alpha’s grip on her hips by turns helped her stay in position and kept her pinned her to the mattress. She could fight it, she knew, and Marie would ease up. Or she could give in. The insistent heat and gnawing emptiness everytime Marie pulled back made that seem like a so much better choice.

“Fuck me, Marie.” She pleaded.

Marie growled behind her, and she was off like a shot. The Alpha’s pace jumped abruptly, and suddenly Penny was receiving the fucking of her life.

The heavy, thick cock jackhammered into her and ground her into the mattress. With each powerful shove of Marie’s hips, the Alpha’s cock pressed against Penny’s cervix, making her yelp and sob and mewl each time, sending jolts of exquisite pain mixed with rapturous bliss through her core. Penny felt tears prick the corners of her eyes as her lover hit every nerve center along her channel with each intense stroke. 

She found herself panting between moans to keep up with the feral pace, and sucked in a deep breath. Instead of just fresh air, Penny was treated to a lungful of powerful Alpha pheromones that made her dizzy and weak, igniting a lustful flame in every cell of her body. Her instincts screamed for her to submit and be taken, to let the Alpha have her way with Penny, and oh god, she realized, impregnate her with a litter. The thought triggered a powerful but brief and unfulfilling orgasm, and the Omega cried, whimpered, whined and clenched down around her partner’s smooth cock even as the Alpha fucked her ceaselessly through it.

Marie was groaning and growling behind her as their hips slapped together with near-abandon, and Penny quaked at the raw display of Alpha dominance she’d never seen from her friend before.

Dizzy and worn out though she was, Penny wasn’t about to give up yet. Release, one last real, lasting, release was just out of reach but she was determined to have it. She needed Marie’s knot and her cum to fill her, every instinct called for it.

“Knot me!” She pleaded, between noises of pleasure. Once she’d voiced her desire, though, she couldn’t stop.

“K-knot me, breed me, please Marie!” She whined, the words tumbling from her lips before she could stop them. “N-need your knot, your cum, your pups!”

Penny felt her cheeks heat with arousal and embarrassment at the sheer wantonness of her words, but it didn’t stop her from uttering them. 

Marie groaned behind her and then Penny felt it. A growing bulb at the base of her Alpha’s cock, threatening to force Penny’s lips apart at the apex of each thrust. But the warm, firm head of her lover’s cock was already solidly grinding against the warm, firm barrier to her uterus. Penny couldn’t stop the stream of whimpers that escaped her, and wondered if maybe her Alpha was too big in this position, if maybe she’d be denied the relief her inner Omega so desperately needed.

But then Marie’s aggressive thrusts slowed, until her hips were slowly rocking forward. Penny was finally able to catch her breath just in time to have it taken away in a sharp gasp as a new and intense pressure built inside her. She had felt full before, but this was something else. Every roll forward forced the tip of Marie’s cock harder and harder against Penny’s cervix, as the Alpha sought the depth needed for her knot.

Her moans were punctuated by little wails as Marie’s hips would surge forward and push the widening bulb against her labia, forcing the full lips to start to stretch and spread. Tears streamed down her ruddy cheek and across her nose and into her pillow—the Omega was at wits end. She desperately needed Marie’s knot and all that followed, but Penny was so wound up that each time Marie’s cock would push the top of the swollen bulb into her, Penny’s inner walls would clamp down, almost painfully tight against the increased pressure inside her. Marie would relent, wait a heartbeat, and then try again.

Above and behind her, she faintly heard Marie speaking to her in that low, silky register she used when Marie was trying to soothe and comfort.

“You need to relax, Penz. I know you need my knot and cum, but I don’t want to hurt you, babe.” Penny felt the Alpha loosen her death grip on Penny’s hips, and instead caress along the Omega’s sides. Penny whimpered as she felt Marie’s cock shift subtly inside her as the Alpha bent low across her back.

“You want me to keep trying?” Marie asked, her voice soft and warm, full of measured concern.

Penny nodded wordlessly, letting a tiny whimper of need escape. She felt Marie’s warm palms and long fingers glide up her sides only to cross to her front and cup her breasts. Marie tenderly massaged them, lightly rolling and brushing across her pebbled, sensitive nipples. Penny softly moaned into the pillow as Marie gently squeezed and played with her breasts. 

A warm tingling filled her chest that seemed to calm her a little. Marie was still deeply seated in her, the knot pressed gently against her folds, but the gentle caresses and touches seemed to ease her a little, take the edge off the frenzy.

“Deep breaths, Penz.” Marie coached behind her. 

“Concentrate on just relaxing for me. Can you do that?”

“Uh-uhhuh,” Penny responded, with a jerky nod.

Her chest rose and fell in Marie’s palms as Penny took deep breaths. Her head cleared a little, and as she took in lungfuls of Marie’s powerful Alpha aroma, she could feel her tense thighs quiver, and then relax. Her inner walls still clenched, but as Penny breathed and Marie continued to softly fondle her breasts and coo softly into her ear, the squeezing muscles relented with each contraction.

“That’s it.” Marie purred. “Good girl, good Omega.”

Penny nodded along. She was a good girl, she would always do as her Alpha asked.

Marie’s hands pulled away from her breasts, and Penny felt the mattress shift as the Alpha resumed her upright position behind Penny.

“Keep it up, Penz. Deep, slow breaths. I’m going to start pushing again, okay? Deep, slow breaths. I’ve got you.”

Penny whimpered at the prospect but nodded her consent anyway. She concentrated on her breathing until Marie gripped her hips again, and pushed her knot against Penny’s soaked folds.

Immediately the intense, sparkling pressure against the end of her cunt and the buzzing stretch of her folds beginning to open for Marie’s knot returned. Her calm was shattered and she keened loudly. Her head shot up and tears formed at the corners of her eyes and her voice rang out as Marie calmly but intently pushed.

Deep breaths and focus on relaxing. She thought. She clung to those words, taking in deep breathes and letting them out as strained noises in return. Her inner walls clamped down at first, but then, as Penny breathed, they slowly relented, and the knot sunk to the widest part.

The sensation was unbearable and intense, and Penny could distantly feel tears streaking down her cheeks, but she was so close to that final, torturous relief. Relax, a voice told her, and with a great shuddering moan, she did.

As the knot sank all the way in, and her pussy closed around the back of the swollen bulb, the smooth bell tip of her Alpha’s cock pushed and pushed against her cervix, and Penny writhed and bucked in Marie’s solid grip. Her legs weakly thrashed against the soft sheets. She never wanted the shooting streaks of ecstasy the fullness gave her to stop, but also needed the pressure to lessen. She reached in her mind for the same calm, and as she took a deep breath and willed herself to still, she felt the little barrier slowly dip agsinst the smooth cockhead. Penny struggled to breathe as her cervix opened millimeter by millimeter in a burning, delirious stretch until the pressure between forces finally equalized.

Penny barely had time to register the sensation and utter in raw shock, “Cum in me...” before Marie’s grip on her hips tightened and the alpha roared in conquest. The knot lodged inside the Omega swelled for a heartbeat and Penny jolted as Marie’s cock jumped against the sensitive ring of her cervix before a bloom of heat and pressure splashed and spread against the inner walls of her core.

Marie groaned behind her, and Penny felt herself be pinned against the bedding as the Alpha doubled over her back in orgasm. Another warm splash filled Penny again before she realized that Marie was filling her uterus with direct bursts of hot cum. She gave a shout that quickly turned into a long moan as each warm pulse that poured into Penny’s womb left her dizzy and breathless. The waves of orgasmic euphoria scrubbed her mind clean of anything but bliss and a desire for more. Her inner walls powerfully squeezed around the knot and cock inside her, milking Marie for all the life giving seed she could provide. Orgasm after orgasm, pleasure almost without end, left her a keening, sobbing mess. Penny's thighs and belly tensed and quivered as more and more cum surged into her womb, plugged and sealed by Marie’s cock and knot.

The Alpha’s hips ground forward subtly for long minutes, as the looping feedback of sexual bliss fed their mutual orgasms. Finally Penny’s body went limp and pliant against the sheets and in Marie’s grasp. Her body was still in the wake of the thunderous orgasm, save for the heaving of her chest and the occasional jerk of her hips when Marie deposited another long, creamy burst of heat inside her. 

Penny found herself still consumed with the desire to be bred by the powerful Alpha even as her belly began to swell with potent seed, and when she felt Marie’s arm reach around her waist and begin to gently roll Penny’s clit with the pads of the Alpha’s fingers, she didn’t protest. She could feel another peak slowly build, punctuated by the warm, steady pulses of Marie’s cum inside her. Marie was impregnating her, or at least trying to—she wanted Penny to peak again so that she would contract around Marie’s knot and cock—draw more of the Alpha’s cum into her already filled uterus. Marie was just following the instinct, Penny knew. But, in the moment and unable to fight her own body, Penny gave in to her Omega desires and welcomed the stimulation, tilting her hips back as much as she could to give the Alpha better access. She gave a soft and broken cry as Marie’s dexterous fingers painted tight circles over the engorged bud, and a gentle orgasm washed over her. Penny’s limbs quivered as the contractions started anew, and her belly begin to noticeably swell as Marie shuddered and ground into her, dumping new loads of fertile cum into her flooded womb.

To say that Penny’s heat had been broken was an understatement. The Omega, on the verge of consciousness, felt as though her very soul had been broken and claimed.

Exhausted and overwhelmed by the feelings and sensations assailing her senses, Penny slowly succumbed to a warm and welcome unconsciousness.

—

Marie lay on her side propped up on an elbow, carefully watching the sleeping Omega curled so tightly against her front, Penny’s flawless back pressed flush to Marie’s full breasts. Fifteen minutes had passed since she had knotted her lover, and ten since their mutual, cyclic orgasms had ended. Penny had passed out after, and Marie had taken great, exaggerated care to slowly and gently maneuver them onto their sides, Penny spooned into her to give the Omega the least discomfort Marie could manage. As her companion slept, Marie ran her free hand over and over against the warm and taut swell of Penny’s abdomen. She knew she shouldn’t, but the Alpha couldn’t stop imagining Penny like this, round and swollen with Marie’s litter, features softened and glowing with impending motherhood. Her hips subtly ground forward, and Penny’s inner walls and cervix twitched and tugged pleasurably at Marie’s still swollen knot and cock.

Despite conjuring up pleasurable fantasies, Marie was also looking for any signs that Penny might be in any pain. She’d never reached so deep in a partner before, and the event had honestly caught off guard when Penny had opened up like that. The act was rare, but not unheard of, as it required very specific circumstances. It was also exceedingly intimate, and almost never happened between acquaintances or casual strangers, and certainly not without discussion beforehand. Had she been too rough with Penny? Certainly Heat allowed an Omega body to handle, even desire, rougher, more intense sex. But there was a limit, like all things, and that limit was different for everyone.

She was worried that when her best friend came to her senses, she would somehow feel as though the Alpha had betrayed her, and gone too far. Penny had seemed to give her approval for everything that had happened, save for the unexpected breaching. But the light of clarity that sometimes happened post-heat or between bouts of mating could change attitudes.

“Stop worrying so much.” She heard Penny groggily murmur. “I don’t know what you’re fretting about, but please stop. It’s souring your scent.”

Marie blinked in surprise. She hadn’t realized she was broadcasting. “Sorry.” She sheepishly replied, leaning in to nuzzle the back of Penny’s neck, and bury herself in the Omega’s hair.

Penny remained supine, snuggled tightly against the Alpha. Her eyes fluttered open and she purred softly as Marie’s nose pressed behind her ear and jaw. They stayed like that for a time, until Marie felt the Omega shift in the bed. She pulled back to look down as the Omega twisted to stare back at her as best she could in their knotted state.

“You didn’t do anything wrong.” Penny soothed. 

She appeared to chew on her bottom lip a moment and Penny’s broke their gaze to flick downward nervously, long enough that Marie thought about leaning in to kiss her, when the Omega continued.

“In fact, you did everything I could have wanted from an Alpha as a Heat partner. Gave me everything I could have wanted, and more.” She softly spoke.

Marie’s eyes widened. “You mean?..” she started.

Penny solemnly nodded. Marie felt the soft and warm palm of Penny’s free hand reach back to connect with her toned and powerful forearm, following it down to the Alpha’s hand that comfortably rested on her still swollen belly.

Their eyes met again, and Marie watched with bated breath, as Penny licked her lips and pressed back into the Alpha. She leaned up just as Marie leaned over her for their lips to meet in a long and intimate kiss. When it ended, they were both breathless.

“We didn’t talk about it, or plan for it,” Penny softly murmured. Her tone sounded as nervous to Marie as her expression had been before, but also steady, as though newly decided on some internal argument. “But it felt intense and wonderful and perfect…”

She drew a shuddering breath, and Marie could almost see how hard Penny was thinking as she said, “You were careful right up until I asked you not to be, and then you…”

Penny gasped as her inner walls rippled and contracted around Marie’s cock and knot as she muttered, “Bred me like I wanted.” Another rippling clench, this time hard enough that a whine escaped Marie’s throat.

Penny’s hips lightly gyrated back and Marie’s knot shift against the clutching inner walls. Suddenly, despite being sweaty and exhausted, Marie wanted to claim the smaller Omega all over again.

“As...as much as that’s the heat talking,” Penny half spoke, half moaned, “I’m also lucid enough to know that I won’t find any better mate than you.”

The words hung in stunned silence for a moment, Until Penny reached up and back to tug Marie’s face down to hers in a passionate, full kiss. Once Marie caught up with what was going on, sweet little moans and sighs passed between them as they hungrily kissed. Tongues and intertwined and teeth clashed. Marie’s hand caressed the warm subtle swell that just barely rounded the Omega’s belly. Penny’s inner walls began to rhythmically contract around Mari’s thick cock and swollen knot again, and the pair had to seperate to moan and pant at the shared sensations, as Marie’s hips subtly rocked forward.

“You’re going to cum in me again.” Penny whispered, before leaning back up to kiss the Alpha delicately. 

Marie surrendered to the kisses while her hips ground against the swell of Penny’s ass. Tied as they were there was little movement that could be made, but even the millimeter thrusts and the way Penny’s cervix massaged her tip, Marie knew the Omega’s prediction was a impossible to prevent.

“Impregnate me.” Penny whispered between soft kisses and panting that sounded heavy and wanting to Marie’s ears.

The plea was more than enough and with a long groan, the tension that had twisted tightly in Marie’s loins suddenly, gloriously, began to unwind. Great pulses roared from the tip of her cock and poured into the already stuffed womb. She felt Penny’s belly minutely swell further against her palm, and the Omega came a moment later in a quiet but quaking and sobbing climax,

They stayed a while in that position, still save for the the occasional jerk of Penny’s hips and the open mouthed gasp from the Omega’s lips against her own as Marie shuddered through a long orgasm, going on to fill Penny with another eight or nine pulses of cum.

Then they fell back, boneless and sated and filled and deliriously happy into deep and dreamless sleep.


End file.
